General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 and Section 9 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORP. By: Name: Title: 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 Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.
Appears in 1 contract
Samples: Underwriting Agreement (Therapeutics Acquisition Corp.)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 and Section 9 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS EDTECHX HOLDINGS ACQUISITION CORP. II By: /s/ Xxxxxxxx Xxxxxxxx-Cloquet Name: Xxxxxxxx Xxxxxxxx-Cloquet Title: Chief Executive Officer 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: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal 8,000,000 9,200,000 Macquarie Capital (USA) Inc. 2,000,000 2,300,000 Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics EdtechX Holdings Acquisition Corp. II priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d5(b) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC● Investor Presentation, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amendeddated September 2020.
Appears in 1 contract
Samples: Underwriting Agreement (EdtechX Holdings Acquisition Corp. II)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPADVAXIS, INC. By: /s/ Axxxxxx X. Xxxxxxxx Name: Axxxxxx X. Xxxxxxxx Title: Interim CEO 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 JXXXXXXXX LLC GUGGENHEIM SECURITIES, LLC Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. A. XXXXXXXXX LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: SVP GUGGENHEIM SECURITIES, LLC By: /s/ Rxxxxx X. Xxxxxx Name: Rxxxxx X. Xxxxxx Title: Senior Managing Director Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Jxxxxxxxx LLC 6,000,000 Guggenheim Securities, LLC . 4,000,000 Total 10,000,000 Schedule B Free Writing Prospectuses Included in the Time of Sale Prospectus None. Pricing Information Included in the Time of Sale Prospectus Price per share to the public: $ 2.00 Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified shares being sold by Sponsor Xxxxxxxxx LLC Investor Subtotal Total the Company: 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable Number of shares potentially issuable pursuant to the Underwriters for deferred underwriting commissions option to be placed into the Trust Account and released to the Underwriters upon completion purchase additional shares: 807,697 Exhibit A Form of Opinion of Company Counsel Exhibit B EXHIBIT B Form of Opinions of Company IP Counsel Exhibit C EXHIBIT C Lock-up Agreement ___________, 2018 Jxxxxxxxx LLC Guggenheim Securities, LLC As Representatives of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Several Underwriters c/o Jefferies LLC, 000 LLC 500 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.00000 and
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 6 and the contribution provisions of Section 97, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 Sections 6 and Section 9 hereof 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectusPreliminary Prospectus, the Time of Sale any Issuer Free Writing Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoingthereto), as contemplated required by the Securities Act and the Exchange Act. The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction, each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement or any other effective agreement between such Underwriter and the Company and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORP. First Potomac Realty Trust By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer First Potomac Realty Investment Limited Partnership By: First Potomac Realty Trust, Its General Partner By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative in New York, New York Underwriters as of the date first above written. XXXXXXXXX KeyBanc Capital Markets Inc. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Xxxxx Fargo Securities, LLC Acting individually and as Representative By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director As Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: Name: Title: Schedule SCHEDULE A Underwriters Total Number of Firm Securities Shares to be Purchased KeyBanc Capital Markets Inc. 2,275,000 Xxxxx Fargo Securities, LLC 2,275,000 BMO Capital Markets Corp. 325,000 Xxxxxx Xxxxxxx & Co. LLC 325,000 PNC Capital Markets LLC 325,000 Xxxxxxx Xxxxx & Associates, Inc. 325,000 RBC Capital Markets, LLC 325,000 Capital One Southcoast, Inc. 130,000 Xxxxx Xxxxxxx & Co. 130,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 65,000 Total 6,500,000 SCHEDULE B Public Offering Price Per Share: $14.70 Underwriters’ Discount Per Share: $0.6247 Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Firm Shares Offered: 6,500,000 Number of Option Shares: 975,000 Net Proceeds (before expenses): $91,489,450 SCHEDULE C None. Schedule C-1 SCHEDULE D ADDITIONAL SUBSIDIARIES Additional Subsidiaries None SCHEDULE E LOCK-UP AGREEMENTS Xxxxxxx X. Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxx X. Xxxxxx Xxxxxxx X. Chess R. Xxxxxxx XxXxxxxxxx Xxxxx X. Xxxxxxx J. Xxxxxxxx Xxxxxx, Xxx Xxxx, Xxx III Xxxxxxxx X. Xxxxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.X. Xxxxxx Xxxxx X. Xxxxxx Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx DKEPA#7 Partnership
Appears in 1 contract
Samples: Underwriting Agreement (First Potomac Realty Trust)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPZYNERBA PHARMACEUTICALS, INC. By: Name: Title: 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 XXXXX XXXXXXX & CO. Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: Name: Title: XXXXX XXXXXXX & CO. By: Name: Title: Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Xxxxxxxxx LLC [·] Xxxxx Xxxxxxx & Co. [·] Canaccord Genuity Inc. [·] Xxxxxxxxxxx & Co. [·] Total Number [·] Free Writing Prospectuses Included in the Time of Offered Securities Sale Prospectus Free Writing Prospectus dated [·]. Pricing Information [Pricing Information to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. added.] Schedule C Permitted Section 5(d) Communications · [ [to be added] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lockLock-up restriction with respect Agreement [to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Datebe added], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.
Appears in 1 contract
Samples: Underwriting Agreement (Zynerba Pharmaceuticals, Inc.)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section Sections 8 and Section 9 hereof hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Disclosure Package and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange ActFinal Offering Memorandum. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORP. ALLIANCE DATA SYSTEMS CORPORATION By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: Chairman of the Board of Directors and Chief Executive Officer The foregoing Underwriting Purchase Agreement is hereby confirmed and accepted by the Representative in New York, New York Representatives 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 Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. A party’s electronic signature (complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) of this Agreement shall have the same validity and effect as a signature affixed by the party’s hand. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 and Section 9 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS VPC IMPACT ACQUISITION CORP. HOLDINGS II By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Co-Chief Executive Officer 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. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Managing Director XXXXXXXXX LLC Acting individually By: /s/ Xxxxxx Xxxx Xxxxxx Name: Xxxxxx Xxxx Xxxxxx Title: Managing Director For themselves and as Representative of the other several Underwriters named in Schedule A to the attached Schedule X. XXXXXXXXX LLC By: Name: Title: foregoing Agreement. Schedule A Underwriters Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Citigroup Global Markets Inc. 11,250,000 12,937,500 Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal 11,250,000 12,937,500 Total 10,000,000 11,500,000 22,500,000 25,875,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics VPC Impact Acquisition Corp. Holdings II priced 10,000,000 22,500,000 units at $10.00 per unit plus an additional 1,500,000 3,375,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdictionstate. Copies of the prospectus related to the Offering may be obtained from Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.C
Appears in 1 contract
Samples: Underwriting Agreement (VPC Impact Acquisition Holdings II)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPCORIUM INTERNATIONAL, INC. By: Name: Title: Xxxxx X. Staple President and Chief Executive Officer 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 Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: Name: Title: LEERINK PARTNERS LLC By: Name: Title: Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Jefferies LLC [·] Leerink Partners LLC [·] FBR & Co. [·] Xxxxxxx & Company, LLC [·] Total Number [·] Schedule B Free Writing Prospectuses Included in the Time of Offered Securities Sale Prospectus [to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. added] Schedule C Permitted Section 5(d) Communications · [ [to be added] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. Lock-up Agreement December , 2013 Xxxxxxxxx LLC Leerink Partners LLC As Representatives of the Several Underwriters c/o Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 and c/o Leerink Partners LLC 000 Xxxxx Xxxxxx, 00X Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 RE: Corium International, Inc. (the “Company”) announced today that Xxxxxxxxx LLCLadies & Gentlemen: The undersigned is an owner of shares of common stock, the sole book-running manager and representative par value $0.001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxxxxx LLC (“Jefferies”) and Leerink Partners LLC (“Leerink”) will act as the representatives 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 Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the CompanyOffering. Annex A sets forth definitions for capitalized terms used in this letter agreement that are not defined in the body of this agreement. Those definitions are a part of this 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 Jefferies, which may withhold its consent in its sole discretion: · Sell or Offer to Sell any 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, · make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or · publicly announce any intention to do any of the foregoing. The foregoing will not apply to the registration of the offer and sale of the Shares in the Offering by the Company or any selling stockholders, and the sale of the Shares to the underwriters, in each case as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not apply to (a) the transfer of Shares or Related Securities by will or intestate succession to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member, (b) the transfer of Shares or Related Securities pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of a marriage or civil union; (c) the transfer of Shares or Related Securities as a bona fide gift or gifts; (d) the sale of or offer to sell Shares or Related Securities acquired in open market transactions after the Offering; (e) the exercise of options, warrants or other rights to acquire Shares or Related Securities (including the conversion of preferred stock of the Company into Shares) in accordance with their terms, provided that any such shares issued upon exercise, exchange or conversion of such Related Securities shall continue to be subject to the restrictions set forth herein; (f) the transfer of Shares to the Company pursuant to agreements under which the Company has the option to repurchase such Shares or a right of first refusal with respect to transfers of such Shares upon termination of service of the undersigned; and (g) the “net” exercise of outstanding options in accordance with their terms and the surrender of Shares in lieu of payment in cash of the exercise price and any tax withholding obligations due as a result of such exercise or settlement, each pursuant to employee benefit plans disclosed in the final prospectus used to sell shares in the Offering; provided, however, that: · in the case of (a), (b) and (c) above, it shall be a condition to such transfer that each transferee executes and delivers to Jefferies and Leerink an agreement in form and substance satisfactory to Jefferies stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee had been an original signatory hereto); · in the case of (a), (c), (d) and (e) above, prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer; and · in the case of (g) above, if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of Shares during the Lock-up Period, the undersigned shall include a statement in such report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such exercise. In addition, the undersigned may establish a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, that (A) such plan does not provide for the transfer of the undersigned’s [Class A Common Stock] [Warrants] [Units] held Shares during the Lock-up Period and (B) no public disclosure or filing under the Exchange Act by [any party regarding such plan shall be required, or made voluntarily during the Sponsor] [certain officers Lock-up Period. In addition, notwithstanding the foregoing, if the undersigned is a non-natural person, the undersigned may transfer the undersigned’s Shares to (A) any wholly-owned subsidiary of the undersigned or directors] [to the parent entity of the undersigned and (B) limited partners, members or stockholders of the undersigned; provided, however, that in any such case, it shall be a condition to the transfer that (X) the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this letter agreement and there shall be no further transfer of such capital stock except in accordance with this letter agreement, (Y) in no case shall a filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer and (Z) any such transfer shall not involve a disposition for value. If the undersigned is an officer or director] director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Shares the undersigned may purchase or otherwise receive in the Offering (including pursuant to a directed share program). In addition, if the undersigned is an officer or director of the Company, (i) Jefferies agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Shares, Jefferies 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 Jefferies hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The [waiver] [release] provisions of this paragraph will take not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter 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 Shares 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 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 [Date]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 will automatically terminate upon the earliest to occur, if any, of (a) the date the Company advises Xxxxxxxx in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the public offering, (b) the date of the termination of the Underwriting Agreement if prior to the closing of the public offering, and (c) December 31, 2014 if the securities may be sold on or after Underwriting Agreement has not been executed and delivered by the Company by such date. This press release is not an offer for sale letter agreement shall be governed by, and construed in accordance with, the laws of the securities in the United States or in any other jurisdiction where such offer is prohibitedState of New York. Very truly yours, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act IF AN INDIVIDUAL: IF AN ENTITY: By: (duly authorized signature) (please print complete name of 1933, as amended.entity) Name: By: (please print full name) (duly authorized signature) Name: (please print full name) Date: Date:
Appears in 1 contract
Samples: Underwriting Agreement (Corium International, Inc.)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORP. PAR TECHNOLOGY CORPORATION By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Financial Officer 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: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Xxxxxxxxx LLC 3,350,000 Total 3,350,000 Schedule B Free Writing Prospectuses Included in the Time of Sale Prospectus None. Schedule C Pricing Information Provided Orally by Underwriters Price per Share: $38.00 Number of Offered Securities to be Purchased if Maximum Shares: 3,350,000 (plus 502,500 Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting Shares) Underwriting discounts and commissions shall be per Share: $0.55 per unit1.52 Schedule D Permitted Rule 163B Communications Presentation dated September 2020 Schedule E List of Subsidiaries Entity Name Jurisdiction of Formation AccSys, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion LLC Delaware Ausable Solutions, Inc. Delaware Brink Software Inc. California PAR Canada ULC Alberta, Canada PAR Government Systems Corporation New York PAR Technology Australia Pty Ltd Australia ParTech (Shanghai) Co., Ltd. China ParTech, Inc. New York Rome Research Corporation New York Rome Research Iceland ehf. Iceland Rome Research Philippines Private Limited Company Philippines PAR Logistics Management Systems Corporation New York PAR Microsystems Domestic International Sales Corporation New York Par Microsystems, S.A. (Proprietary) Limited South Africa PAR Payment Services, LLC Delaware PAR Xxxx Corporation New York PAR Xxxxxxxx-Xxxxxx Systems Private Ltd India PAR Xxxxxxxx-Xxxxxx Systems, Inc. Delaware PAR U.K. Corp. New York Xxxxxxxx-Xxxxxx Canada, ULC Nova Scotia, Canada Xxxxxxxx-Xxxxxx International, LLC Delaware Transaction Control Industries, Inc. Texas Exhibit A Form of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Lock-up Agreement [Date] Jefferies LLC, LLC 000 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. 00000 RE: PAR Technology Corporation (the “Company”) announced today that Xxxxxxxxx LLCLadies & Gentlemen: The undersigned is an owner of shares of common stock, par value $0.02 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Jefferies LLC (“Jefferies”) will act as the underwriter and sole book-running manager and representative manager. The undersigned recognizes that the Offering will benefit each of the underwriters Company and the undersigned. The undersigned acknowledges that you are relying on the representations and agreements of the undersigned contained in this letter agreement in conducting the Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Company’s [Class Offering. Annex A Common Stock] [Warrants] [Units] held by [sets forth definitions for capitalized terms used in this letter agreement that are not defined in the Sponsor] [certain officers or directors] [an officer or director] body of this letter agreement. Those definitions are a part of this letter agreement. In consideration of the Companyforegoing, 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 Jefferies, which may withhold its consent in its sole discretion: • Sell or Offer to Sell any 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, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The [waiver] [release] foregoing restrictions will take effect on [Date]not apply to the registration of the offer and sale of the Shares, and the securities may be sold on or after such date. This press release is not an offer for sale of the securities Shares to you, in each case as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not apply to: (i) the transfer of any or all of the Shares or Related Securities owned by the undersigned by gift to Family Members of the undersigned; provided, however, that (A) in the United States case of the transactions in clause (i) through (iv) above, and in the case of clause (vii) in respect of a transaction in clause (i) through (iv) above, it shall be a condition to such transfer that each transferee executes and delivers to Jefferies an agreement in form and substance satisfactory to Jefferies stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such Shares and/or Related Securities, engage in any Swap or engage in any other jurisdiction where activities restricted under this letter agreement except in accordance with this letter agreement (as if such offer is prohibitedtransferee had been an original signatory hereto), and such securities may not be offered or sold (B) in the United States absent case of the transactions in clauses (i) through (iv) and (x) above, and in the case of clause (vii) in respect of a transaction in clause (i) through (iv) and (x) above, it shall be a condition to such transfer that prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such 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 Shares 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 or an exemption from rights relating to registration under the U.S. Securities Act of 1933the 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. 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 Shares. 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 amended.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 you. Notwithstanding anything to the contrary contained herein, the undersigned understands that, (i) if Jefferies, on the one hand, or the Company, on the other hand, informs the other party in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Offering, (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the securities to be sold thereunder or (iii) the Underwriting Agreement is not executed on or before October 15, 2020, this letter agreement and the restrictions herein shall automatically terminate, and the undersigned shall be automatically released from all obligations under this letter agreement. 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. Signature Printed Name of Person Signing (Indicate capacity of person signing if signing as custodian or trustee, or on behalf of an entity)
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 and Section 9 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS LIVE OAK ACQUISITION CORP. By: Name: [__] Title: [__] 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: Xxxx Xxxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC BMO Capital Markets Corp. BTIG, LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC BMO Capital Markets Corp. BTIG, LLC Investor Subtotal Total 10,000,000 11,500,000 20,000,000 23,000,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Live Oak Acquisition Corp. priced 10,000,000 20,000,000 units at $10.00 per unit plus an additional 1,500,000 3,000,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ [__] Exhibit A Form of Press Release Therapeutics Live Oak Acquisition Corp. [Date] Therapeutics Live Oak Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain Sponsor][certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPMIRATI THERAPEUTICS, INC. By: /s/ Xxxxxxx X. Xxxx, M.D., Ph.D. Name: Xxxxxxx X. Xxxx, M.D., Ph.D. Title: President and Chief Executive Officer 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 XXXXX AND COMPANY, LLC CREDIT SUISSE SECURITIES (USA) LLC BARCLAYS CAPITAL INC. Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX XXXXX AND COMPANY, LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director, ECM BARCLAYS CAPITAL INC. By: /s/ Xxxxx Parrot Name: Xxxxx Parrot Title: Managing Director Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Xxxxx and Company, LLC 735,000 Credit Suisse Securities (USA) LLC 588,000 Barclays Capital LLC 451,500 Xxxxxxxxxxx & Co. Inc. 136,500 Guggenheim Securities, LLC 136,500 X.X. Xxxxxxxxxx & Co., LLC 52,500 Total 2,100,000 Schedule B-1 Free Writing Prospectuses Included in the Time of Sale Prospectus None. Schedule B-2 Pricing Information Included in the Time of Sale Prospectus Price per share to the public: $ 97.00 Number of Offered shares being sold: 2,100,000 Number of shares potentially issuable pursuant to the option to purchase additional shares: 315,000 Exhibit A Form of Lock-up Agreement Lock-up Agreement June , 2019 Xxxxx and Company, LLC Credit Suisse Securities (USA) LLC Barclays Capital Inc. As Representatives of the several underwriters c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 RE: Mirati Therapeutics, Inc. (the “Company”) Ladies & Gentlemen: The undersigned is an owner of shares of common stock, par value $0.001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxx and Company, LLC (“Cowen”), Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Barclays Capital Inc. will act as the Representatives (the “Representatives”) 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 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 agreement. Those definitions are a part of this 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 Cowen and Credit Suisse, which may withhold its consent in its sole discretion: • Sell or Offer to Sell any 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, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The foregoing restrictions shall not apply to (i) the transfer of Shares or Related Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option Company in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance connection with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity repurchase of 185 days Shares or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be Related Securities issued pursuant to an effective registration statement employee benefit plan, in connection with any contractual arrangement in effect on the date of this letter agreement that provides for the repurchase of Shares or Related Securities by the Company, or in connection with the termination of the undersigned’s employment with the Company; (ii) the transfer of Shares or Related Securities pursuant to a Change of Control of the Company, provided in the event that such Change of Control transaction is not completed, the Shares and Related Securities held by the undersigned shall remain subject to the provisions of this letter agreement; (iii) the transfer of Shares or Related Securities solely by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that each transferee executes and delivers to the Representatives an agreement stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee had been an original signatory hereto); (iv) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity the transfer of Shares or Related Securities (A) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act) of the undersigned or (B) as part of a distribution by the undersigned to its shareholders, partners, members or other equity holders; (v) the transfer of Shares or Related Securities by gift, or by will or intestate succession; and (vi) the transfer of Shares or Related Securities to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned (or, if the undersigned is a trust, to any trustee or beneficiary of the undersigned) and/or a Family Member; provided, however, that in the case of clauses (iv), (v) and (vi), it shall be a condition to such transfer that: • each transferee executes and delivers to the Representatives an agreement in form and substance satisfactory to Cowen and Credit Suisse stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee had been an original signatory hereto), • prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer, and • the transfer is not a disposition for value. In addition, notwithstanding the lock-up restrictions imposed by this letter agreement, the undersigned may at any time after the date hereof (i) exercise any options or warrants to purchase Shares (including transfers to the Company by cashless exercise for the primary purpose of paying the exercise price of options or exercise to cover tax withholding obligations in connection with such exercise to the extent permitted by the instruments representing such options or warrants); provided, however, that in any such case the Shares issued upon exercise shall remain subject to the provisions of this letter agreement, or (ii) enter into a trading plan (a “New Plan”) meeting the requirements of Rule 10b5-1 under the Exchange Act relating to the sale of Shares, if then permitted by the Company and applicable law; provided that the Shares subject to such New Plan may not be sold during the Lock-up Period; provided further, that the Company is not required to report the establishment of such New Plan in any public report or filing with the Securities and Exchange Commission under the Exchange Act during the Lock-Up Period and does not otherwise voluntarily effect any such public filing or report regarding such New Plan. Additionally, the foregoing restrictions shall not apply to sales of Shares made pursuant to a trading plan meeting the requirements of Rule 10b5-1 that has been previously entered into and disclosed to the Representatives by the undersigned prior to the date of this agreement; provided that if the undersigned reports any such transfer on a Form 4 filed with the Securities and Exchange CommissionCommission pursuant to Section 16 of the Exchange Act, the undersigned shall cause such Form 4 to include a statement that such transfer was effected pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. This communication shall not constitute an 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 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 to sell or the solicitation and sale of any offer Shares and/or any Related Securities owned either of record or beneficially by the undersigned, including any rights to buyreceive notice of the Offering. The undersigned confirms that the undersigned has not, nor shall there 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 securities in Shares. The undersigned will not, and will cause any state Family Member not to take, directly or jurisdiction in which indirectly, any such offer, solicitation action. Whether or sale would not the Offering occurs as currently contemplated or at all depends on market conditions and other factors. The Offering will only be unlawful prior made pursuant to the registration or qualification under Underwriting Agreement, the securities law terms of any such state or jurisdictionwhich are subject to negotiation between the Company and the underwriters. Copies of It is understood that, if (i) the prospectus related Company notifies the Representatives in writing that it does not intend to proceed with the Offering, (ii) if the Underwriting Agreement relating to the Offering may is not executed by June 30, 2019, or (iii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager terminated for any reason prior to payment for and representative delivery of the underwriters in Firm Shares (as defined therein) to be sold thereunder, this letter agreement shall immediately be terminated and the Company’s recent public sale undersigned shall automatically be released from all of Unitshis, are [waiving] [releasing] a lock-up restriction with respect her or its obligations under this letter agreement. 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 Company’s [Class A Common Stock] [Warrants] [Units] held by [undersigned and the Sponsor] [certain officers or directors] [an officer or director] successors, heirs, personal representatives and assigns of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such dateundersigned. This press release is not an offer for sale letter agreement and any claim, controversy or dispute arising under or related thereto shall be governed by and construed in accordance with the internal laws of the securities State of New York applicable to agreements made and to be performed in the United States such state. Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) (indicate capacity of person signing if signing as custodian, trustee, or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or on behalf of an exemption from registration under the U.S. Securities Act of 1933, as amended.entity) Annex A Certain Defined Terms
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORP. Verona Pharma plc By: Name: Title: 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 XXXXXX, XXXXXXXX & COMPANY, INCORPORATED Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: Name: Title: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: Name: Title: Schedule A Underwriters Total Number of Firm Securities to be Purchased ADSs Ordinary Shares Xxxxxxxxx LLC [·] [·] Xxxxxx, Xxxxxxxx & Company, Incorporated [·] [·] Wedbush Securities, Inc. [·] [·] SunTrust Xxxxxxxx Xxxxxxxx Inc. [·] [·] Total Number [·] [·] Schedule B Free Writing Prospectuses Included in the Time of Offered Securities Sale Prospectus [to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. added] Schedule C Permitted Section 5(d) Communications · [ Pricing Information Price to Public: $[·] Exhibit A Form of Press Release Therapeutics Acquisition Corp. per ADS £[Date·] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLCper Ordinary Share Firm Securities: [·] ADSs, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are representing [waiving·] Ordinary Shares [releasing·] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.Ordinary Shares
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company and Lombard 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, THERAPEUTICS ACQUISITION CORPLOMBARD MEDICAL, INC. By: Name: Title: LOMBARD MEDICAL TECHNOLOGIES PLC By: Name: Title: [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 JEFFERIES LLC BARCLAYS CAPITAL INC. Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: Name: Title: BARCLAYS CAPITAL INC. By: Name: Title: [Signature page to Underwriting Agreement] Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx [— ] Barclays Capital Inc. [— ] BTIG, LLC Investor Subtotal [— ] Total 10,000,000 11,500,000 [— ] Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses Included in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion Time of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Sale Prospectus [None.] Schedule C Permitted Section 5(d) Communications · [ [None.] Exhibit A Form of Press Release Therapeutics Acquisition Corp. Opinion of Company and Lombard Counsel [—] Exhibit B Form of Opinion of the Cayman Islands Counsel to the Company [—] Exhibit C-1 Form of Opinion of Intellectual Property Counsel to the Company [—] Exhibit C-2 Form of Opinion of Intellectual Property Counsel to the Company [—] Exhibit D Form of Lock-up Agreement [Date] Therapeutics Acquisition Corp. Xxxxxxxxx LLC Barclays Capital Inc. As Representatives of the Several Underwriters c/o Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 BARCLAYS CAPITAL INC. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies & Gentlemen: The undersigned is either an owner of ordinary shares (“Shares”) of Lombard Medical, Inc. (the “Company”), of ordinary shares of Lombard Medical Technologies plc (“Lombard Shares”) announced today that or of securities convertible into or exchangeable or exercisable for Shares or Lombard Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxxxxx LLC, LLC and Barclays Capital Inc. will act as the sole book-running manager and representative representatives of the underwriters (in such capacity, the Company’s recent public sale “Representatives”). The undersigned recognizes that the Offering will benefit each of Unitsthe 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, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement in connection with the Offering (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Company’s [Class Offering. Annex A Common Stock] [Warrants] [Units] held sets forth definitions for capitalized terms used in this letter agreement that are not defined in the body of this agreement. Those definitions are a part of this 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, beginning on the date hereof and continuing through the close of trading on the date that is 180 days after the date of the Prospectus (as defined in the Underwriting Agreement) (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 Shares or Related Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act)1 by [the Sponsor] [undersigned or such Family Member, 1 Xxxxxxx Xxxxxx is one of five members of a committee that approves investment and voting decisions for Shares managed by Abingworth LLP. Xx. Xxxxxx lock-up does not restrict his actions on such committee with respect to Shares managed by Abingworth LLP. Abingworth LLP and Invesco Asset Management Limited may under certain officers circumstances sell shares acquired on or directors] [after the date hereof. • enter into any Swap, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The foregoing will not apply to the registration of the offer and sale of the Shares, the sale of the Shares to the underwriters or the exchange of Lombard Shares for Shares pursuant to a Scheme of Arrangement, in each case as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not apply to (a) the transfer of Shares or Related Securities by gift, or by will or intestate succession to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member, (b) bona fide gifts, (c) distributions of Shares or Related Securities to partners, members or stockholders of the undersigned or (d) the entry into any trading plan established pursuant to Rule 10b5-1 of the Exchange Act, provided that no sales may occur under any such plans during the Lock-up Period; provided, however, that in any such case, it shall be a condition to such transfer that: • each transferee executes and delivers to the Representatives an agreement in form and substance satisfactory to the Representatives stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee had been an original signatory hereto), and • prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer. In addition, if the undersigned is an officer or director] director 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 Shares, 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 officer or director shall only be effective two business days after the publication date of such press release. The [waiver] [release] provisions of this paragraph will take not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter agreement that are applicable to the transferor to the extent and for the duration that such terms remain in effect on [Date]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 Shares 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 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 securities may stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Shares. 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 sold 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 automatically terminate and be of no further effect upon the earliest to occur, if any, of (i) either Jefferies and Barclays, on behalf of the underwriters, or after the Company, advising the other party in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Offering, (ii) the termination of the Underwriting Agreement before the sale of Shares to the underwriters, (iii) the registration statement filed with the Securities and Exchange Commission with respect to the Offering is withdrawn, and (iv) September 30, 2014, in the event that the Underwriting Agreement has not been executed by such date. This press release is not an offer for sale letter agreement shall be governed by, and construed in accordance with, the laws of the securities in the United States State of New York. Signature Printed Name of Person Signing (Indicate capacity of person signing if signing as custodian or in any other jurisdiction where such offer is prohibitedtrustee, and such securities may not be offered or sold in the United States absent registration or on behalf of an exemption from registration under the U.S. Securities Act of 1933, as amended.entity)
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPCONCERT PHARMACEUTICALS, INC. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Financial Officer 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 JEFFERIES LLC TRUIST SECURITIES, INC. Acting individually and as Representative of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director TRUIST SECURITIES, INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Shares Jefferies LLC 5,800,000 Truist Securities, Inc. 1,600,000 JMP Securities to be Purchased LLC 1,000,000 Mizuho Securities USA LLC 1,000,000 X.X. Xxxxxxxxxx & Co., LLC 600,000 Total 10,000,000 Schedule B Free Writing Prospectuses Included in the Time of Sale Prospectus None. Schedule C Pricing Information Provided Orally by Underwriters Price per Share: $4.75 Number of Offered Securities to be Purchased if Maximum Shares: 10,000,000 (plus 1,500,000 Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting Shares) Underwriting discounts and commissions shall be per Share: $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement0.285 Schedule D Permitted Rule 163B Communications None. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lockLock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the CompanyAgreement Exhibit B Directors and Officers Signing Lock-up Agreement Directors: Xxxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxxxxxx Xx. The [waiver] [release] will take effect on [Date]Xxxxxx X. Xxxxxxx Ph.D. Xxxxxx Xxxxxxx Xxxxx Xxxxxx Xxxx Xxxxxxx X. Xxxxxx M.D. Xxxxxxxxx van Heek Officers: Xxxxx X. Xxxx Ph.D. Xxxx X. Xxxxxx Xxxxx X. Xxxxxxx, and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.Ph.D. Xxxxxxx X. Xxxxxx
Appears in 1 contract
Samples: Underwriting Agreement (Concert Pharmaceuticals, Inc.)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPCALIX, INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Executive Officer 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: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice Chairman of Equity Capital Markets Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Total Number of Offered Securities Optional Shares to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor 1,400,000 210,000 Xxxxx and Company, LLC 560,000 84,000 Xxxxxxx & Company, LLC 560,000 84,000 Xxxxx-Xxxxxx Capital Group LLC 154,000 23,100 Northland Securities, Inc. 126,000 18,900 Total 2,800,000 420,000 Schedule B Free Writing Prospectuses Included in the Time of Sale Prospectus None. Exhibit A Form of Lock-up Agreement July , 2020 Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion As Representative of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Several Underwriters c/o Jefferies LLC, LLC 000 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. 00000 RE: Calix, Inc. (the “Company”) announced today that Xxxxxxxxx LLCLadies & Gentlemen: The undersigned is an owner of shares of common stock, the sole book-running manager and representative par value $0.025 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxxxxx LLC (“Jefferies”) will act as the representative 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 Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Company’s [Class Offering. Annex A Common Stock] [Warrants] [Units] held by [sets forth definitions for capitalized terms used in this letter agreement that are not defined in the Sponsor] [certain officers or directors] [an officer or director] body of this agreement. Those definitions are a part of this agreement. In consideration of the Companyforegoing, 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 Jefferies, which may withhold its consent in its sole discretion: • Sell or Offer to Sell any 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, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The [waiver] [release] foregoing will take effect on [Date]not apply to the registration of the offer and sale of the Shares, and the securities may be sold on or after such date. This press release is not an offer for sale of the securities Shares to the underwriters, in each case as contemplated by the United States or in Underwriting Agreement. In addition, the foregoing restrictions shall not apply to any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in of the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.following:
Appears in 1 contract
Samples: Underwriting Agreement (Calix, Inc)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPWAVE LIFE SCIENCES LTD. By: /s/ Xxxx X. Xxxxx, M.D. Name: Xxxx X. Xxxxx, M.D. Title: President and Chief Executive Officer 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 SVB SECURITIES LLC Acting individually and as Representative of the several Underwriters named in the attached Schedule X. XXXXXXXXX A SVB SECURITIES LLC By: /s/ Xxxxxx X. Xxxxx, M.D. Name: Xxxxxx X. Xxxxx, M.D. Title: Vice Chairman, Global Co-Head of Investment Banking and Global Co-Head of Healthcare Investment Banking Schedule A Underwriters Total Number of Firm Securities Offered Shares to be Purchased Number of Pre-Funded Warrants to be Purchased SVB Securities LLC 25,464,483 7,093,656 Total 25,464,483 7,093,656 Schedule B Free Writing Prospectuses Included in the Time of Sale Prospectus None. Schedule C Pricing Information Included in the Time of Sale Prospectus Price per Offered Share to the Public: $ 2.15 Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 Shares: 25,464,483 Price per unit plus an additional 1,500,000 units if the underwriters exercise their overPre-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable Funded Warrant to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion Public: $ 2.1499 Number of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Pre-Funded Warrants: 7,093,656 Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. Lock-up Agreement June ___, 2022 SVB Securities LLC As Representative of the Several Underwriters c/o SVB SECURITIES LLC 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 RE: Wave Life Sciences Ltd. (the “Company”) announced today Ladies and Gentlemen: The undersigned is an owner of the Company’s ordinary shares, no par value (“Shares”), or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering (the “Offering”) of Shares and, in lieu of Shares to certain investors that Xxxxxxxxx LLCso choose, pre-funded warrants to purchase Shares (the sole book-running manager and “Offered Securities”) for which SVB Securities LLC (the “Representative”) will act as representative of the several underwriters (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 Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Company’s [Class Offering. Annex A Common Stock] [Warrants] [Units] held by [sets forth definitions for capitalized terms used in this letter agreement that are not defined in the Sponsor] [certain officers or directors] [an officer or director] body of this letter agreement. Those definitions are a part of this letter agreement. In consideration of the Companyforegoing, 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), subject to the exceptions set forth in this letter agreement, without the prior written consent of SVB Securities LLC, which may withhold its consent in its sole discretion: • Sell or Offer to Sell any 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, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The [waiver] [release] foregoing will take effect on [Date]not apply to the registration of the offer and sale of the Offered Securities, and the securities may be sold on or after such date. This press release is not an offer for sale of the securities Offered Securities to the Underwriters, in each case as contemplated by the United States or in any other jurisdiction where such offer is prohibitedUnderwriting Agreement. In addition, and such securities may the foregoing restrictions shall not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.apply to:
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPARDELYX, INC. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Chief Executive Officer 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 Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director LEERINK PARTNERS LLC By: /s/ Xxxx X. Xxxxxxxxxx, Esq Name: Xxxx X. Xxxxxxxxxx, Esq Title: Managing Director Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx 6,250,000 Leerink Partners LLC Investor Subtotal 6,250,000 Total 10,000,000 11,500,000 12,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses Included in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion Time of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Sale Prospectus None. Schedule C Permitted Section 5(d) Communications · [ ] None. Exhibit A Form of Press Release Therapeutics Acquisition Corp. Lock-up Agreement [Date] Therapeutics Acquisition Corp. ·], 2018 Xxxxxxxxx LLC Leerink Partners LLC As Representatives of the several Underwriters listed in Schedule A to the Underwriting Agreement referred to below c/o Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Leerink Partners LLC Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 RE: Ardelyx, Inc. (the “Company”) announced today that Xxxxxxxxx LLCLadies & Gentlemen: The undersigned is an owner of shares of common stock, the sole book-running manager and representative par value $0.0001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Jefferies LLC (“Jefferies”) and Leerink Partners LLC (“Leerink”) will act as the representatives 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 Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) with the Company with respect to the Company’s [Class Offering. Annex A Common Stock] [Warrants] [Units] held by [sets forth definitions for capitalized terms used in this letter agreement that are not defined in the Sponsor] [certain officers or directors] [an officer or director] body of this agreement. Those definitions are a part of this agreement. In consideration of the Company. The [waiver] [release] will take effect on [Date]foregoing, and for other good and valuable consideration, the securities 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), subject to the exceptions set forth in this letter agreement, without the prior written consent of Jefferies and Leerink, which may be sold on withhold their consent in their sole discretion: · Sell or after Offer to Sell any 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 date. This press release is not an offer for sale of Family Member, · enter into any Swap, · make any demand for, or exercise any right with respect to, the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933the offer and sale of any Shares or Related Securities, as amended.currently or hereafter owned either of record or beneficially by the undersigned or such Family Member, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or · publicly announce any intention to do any of the foregoing. The foregoing restrictions will not apply to:
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPVECTOR GROUP LTD. By: /s/ J. Xxxxxx Kxxxxxxx III Name: J. Xxxxxx Kxxxxxxx III Title: Vice President, Treasurer and Chief Financial Officer 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 JXXXXXXXX & COMPANY, INC. Acting individually and as Representative of the several Underwriters named in the attached Schedule X. A. XXXXXXXXX LLC & COMPANY, INC. By: /s/ Axxxxx X. Xxxx Name: Axxxxx X. Xxxx Title: Schedule Managing Director SCHEDULE A Underwriters Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule Jxxxxxxxx & Company, Inc. $200,000,000 SCHEDULE B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in fullFree Writing Prospectuses Pricing Term Sheet dated November 15, 2012 attached hereto. The underwriting discounts and commissions shall be $0.55 per unitPricing Term Sheet dated November 15, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued 2012 Filed pursuant to an effective registration statement that has been previously filed with Rule 433 Registration Statement No. 333-184878 Supplementing the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation Preliminary Prospectuses each dated November 14, 2012 Vector Group Ltd. Concurrent Offerings of any offer to buy, nor shall there be any sale $200,000,000 principal amount of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. Variable Interest Convertible Senior Notes due 2019 (the “CompanyConvertible Senior Notes Offering”) announced today that Xxxxxxxxx LLC, and 6,114,000 Shares of Common Stock (the sole book-running manager and representative of the underwriters “Common Stock Offering”) The information in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect this pricing term sheet relates only to the Company’s [Class A Convertible Senior Notes Offering and the Common Stock] [Warrants] [Units] held Stock Offering and should be read together with (i) the preliminary prospectus supplement dated November 14, 2012 relating to the Convertible Senior Notes Offering, including the documents incorporated by [reference therein and the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date]related base prospectus dated November 9, 2012, and (ii) the securities may be sold on or after such date. This press release is not an offer for sale of preliminary prospectus supplement dated November 14, 2012 relating to the securities in Common Stock Offering, including the United States or in any other jurisdiction where such offer is prohibiteddocuments incorporated by reference therein and the related base prospectus dated November 9, and such securities may not be offered or sold in the United States absent registration or an exemption from registration 2012, each filed pursuant to Rule 424(b) under the U.S. Securities Act of 1933, as amended.. This pricing term sheet supplements and, to the extent of a conflict, supersedes the information in the foregoing prospectuses with respect to the Convertible Senior Notes Offering and Common Stock Offering, respectively. Both Offerings Issuer: Vector Group Ltd., a Delaware corporation Ticker / Exchange for Common Stock: VGR / The New York Stock Exchange (“NYSE”) Trade Date: November 15, 2012 Settlement Date: Underwriting: November 20, 2012 The Sole Book-Running Manager will receive a structuring fee of $611,400 in connection with the Convertible Senior Notes Offering and the Common Stock Offering Offerings Contingent: The Common Stock Offering is contingent upon the closing of the Convertible Senior Notes Offering, and the Convertible Senior Notes Offering is contingent upon the closing of the offering of the Common Stock Offering
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORP. INTERNAP CORPORATION By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Financial Officer 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 CREDIT SUISSE SECURITIES (USA) LLC Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice Chairman CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Director Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Total Number of Offered Securities Optional Shares to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Option Exercised Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx 2,105,264 315,789 Credit Suisse Securities (USA) LLC Investor Subtotal 1,368,421 205,263 Xxxxxxx Xxxxx & Associates, Inc. 294,737 44,211 Xxxxx-Xxxxxx Capital Group LLC 294,737 44,211 The Benchmark Company, LLC 147,368 22,105 Total 10,000,000 11,500,000 4,210,527 631,579 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses Included in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion Time of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.Sale Prospectus
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 and Section 9 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS TEKKORP DIGITAL ACQUISITION CORP. II By: Name: Title: 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 Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal [●] [●] Macquarie Capital (USA) Inc. [●] [●] Total 10,000,000 11,500,000 15,000,000 17,250,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Tekkorp Digital Acquisition Corp. II priced 10,000,000 15,000,000 units at $10.00 per unit plus an additional 1,500,000 2,250,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. Pre-Marketing Presentation, dated [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date●], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended2021.
Appears in 1 contract
Samples: Underwriting Agreement (Tekkorp Digital Acquisition Corp. II)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof; provided, however, that, notwithstanding anything herein to the contrary, the Engagement Agreement, dated September 29, 2021 (“Engagement Agreement”), by and between the Company and Xxxxxxxxxx, shall continue to be effective and the terms therein, including, without limitation, Section A.3 with respect to any future offerings, shall continue to survive and be enforceable by Xxxxxxxxxx in accordance with its terms, provided that, in the event of a conflict between the terms of the Engagement Agreement and this Agreement, the terms of this Agreement shall prevail. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectusthe Preliminary Prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORP. OSMOTICA PHARMACEUTICALS PLC By: /s/Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer 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 Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.
Appears in 1 contract
Samples: Underwriting Agreement (Osmotica Pharmaceuticals PLC)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPONCOMED PHARMACEUTICALS, INC. By: Name: Title: 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 JEFFERIES LLC LEERINK XXXXX LLC Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: Name: Title: LEERINK XXXXX LLC By: Name: Title: Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Xxxxxxxxx LLC [•] Leerink Xxxxx LLC [•] Xxxxx Xxxxxxx & Co. [•] BMO Capital Markets Corp. [•] [ ] [•] Total Number [•] Schedule B Free Writing Prospectuses Included in the Time of Offered Securities Sale Prospectus [to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. added] Schedule C Permitted Section 5(d) Communications · [ [to be added] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. Lock-up Agreement , 2013 Xxxxxxxxx LLC Leerink Xxxxx LLC As Representatives of the several Underwriters listed in the Underwriting Agreement referred to below c/o Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 and c/o Leerink Xxxxx LLC 0 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 RE: OncoMed Pharmaceuticals, Inc. (the “Company”) announced today that Xxxxxxxxx LLCLadies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of common stock, the sole book-running manager and representative par value $0.001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Jefferies LLC (“Jefferies”) and Leerink Xxxxx LLC (“Leerink”) will act as the representatives of the several underwriters listed in the Company’s recent public sale Underwriting Agreement referred to below. The undersigned recognizes that the Offering will benefit each of Unitsthe 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, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) with the Company with respect to the CompanyOffering. Annex A sets forth definitions for capitalized terms used in this letter agreement that are not defined in the body of this agreement. Those definitions are a part of this 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 use best efforts to cause any Immediate Family Member not to), subject to the exceptions set forth in this letter agreement, without the prior written consent of Jefferies and Leerink, which may withhold their consent in their sole discretion: • Sell or Offer to Sell any 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 Immediate Family Member, • enter into any Swap, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The foregoing will not apply to the registration of the offer and 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 restrictions shall not apply to (i) the transfer of Shares or Related Securities by gift, or by will or intestate succession to the legal representative, heir, beneficiary or any Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member, (ii) transfers or dispositions of the undersigned’s [Class A Common Stock] [Warrants] [Units] Shares or Related Securities to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by [the Sponsor] [certain officers undersigned or directors] [any Family Member, (iii) distributions of the undersigned’s Shares or Related Securities to partners, members or stockholders of the undersigned, and (iv) the transfer of Shares by operation of law, including pursuant to a domestic order or a negotiated divorce settlement; provided, however, that in any such case, it shall be a condition to such transfer or distribution that: • each transferee or distributee executes and delivers to Jefferies and Leerink an officer agreement in form and substance satisfactory to Jefferies and Leerink stating that such transferee or director] distributee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee had been an original signatory hereto), and • with respect to clauses (i) through (iii) only, prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer or distribution (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer or distribution. Furthermore, notwithstanding the restrictions imposed by this letter agreement, the undersigned may, without the prior written consent of Jefferies and Leerink, (i) exercise an option to purchase Shares granted under any stock incentive plan or stock purchase plan of the Company, provided that the underlying Shares 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 during the Lock-up Period, and (iii) transfer or dispose of Shares acquired in the Offering or on the open market following the Offering, provided that no filing under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or disposition pursuant to this clause (iii) during the Lock-up Period. The [waiver] [release] will take effect on [Date]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 Related Securities held by the undersigned and the undersigned’s Immediate 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 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. The undersigned confirms that the undersigned has not, and has no knowledge that any Immediate Family Member has, directly or indirectly, taken any action designed to or that might reasonably be expected to cause or result in the securities may be sold on stabilization or after such date. This press release is not an offer for manipulation of the price of any security of the Company to facilitate the sale of the securities Shares. The undersigned will not, and will cause any Immediate Family Member not to take, directly or indirectly, any such action. [Notwithstanding anything herein to the contrary, in the United States event that Jefferies and Leerink release any Shares held by executive officers, directors and/or 1% or greater stockholders of the Company from the lock-up restrictions described above, the same percentage of Shares of the Company’s securities held by such persons that are so released from the lock-up restrictions shall be released with respect to the Shares held by the undersigned concurrently therewith; provided, however, that Jefferies and Leerink, on behalf of the underwriters, will not be obligated to release the undersigned from such lock-up restrictions unless Jefferies and Leerink, on behalf of the underwriters, have first released more than an aggregate of $500,000 of Shares (the value of such released Shares to be determined based on the closing price on the date that the applicable Shares are approved for release) from such lock-up restrictions.] It is understood that, if (i) the Company notifies Jefferies and Leerink in writing that it does not intend to proceed with the Offering, (ii) the Underwriting Agreement relating to the Offering is not executed by December 31, 2013, or (iii) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated for any other jurisdiction where such offer reason prior to payment for and delivery of the Shares to be sold thereunder, this letter agreement shall immediately be terminated and the undersigned shall automatically be released from all of his or her obligations under this letter agreement. 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 prohibitedirrevocable 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 such securities may not be offered construed in accordance with, the laws of the State of New York. Signature Printed Name of Person Signing (Indicate capacity of person signing if signing as custodian or sold trustee, or on behalf of an entity) [Lock-up Agreement Signature Page] Annex A Certain Defined Terms Used in Lock-up Agreement For purposes of the United States absent registration or an exemption from registration under the U.S. Securities Act letter agreement to which this Annex A is attached and of 1933, as amended.which it is made a part:
Appears in 1 contract
Samples: Underwriting Agreement (OncoMed Pharmaceuticals Inc)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 and Section 9 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. 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, THERAPEUTICS ACQUISITION CORPTECHTARGET, INC. By: Name: Title: THE SELLING STOCKHOLDERS NAMED IN SCHEDULE B HERETO: By: Name: Title: Attorney-in-Fact 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 Total Number of Firm Securities Shares to be Purchased Xxxxxxxxx LLC 3,500,000 Xxxxxxx & Company, LLC 900,000 Xxxxx-Xxxxxx Capital Group LLC 600,000 Total 5,000,000 Schedule B Selling Stockholders Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units Firm Shares to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units Maximum Number of Optional Shares to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 TCV V, L.P. c/o Technology Crossover Ventures 000 Xxxxxx Xxxxxx Palo Alto, CA 94301 Attention: Xxxxxxxx X. Xxxxxx 2,453,312 389,296 TCV Member Fund, L.P. c/o Technology Crossover Ventures 000 Xxxxxx Xxxxxx Palo Alto, CA 94301 Attention: Xxxxxxxx X. Xxxxxx 46,688 7,409 Polaris Venture Partners III, L.P. 0000 Xxxxxx Xxxxxx Xxxxxxx, XX 00000 Attention: Xxxx Xxxxxx 970,472 137,145 Polaris Venture Partners Entrepreneurs’ Fund III, L.P. 0000 Xxxxxx Xxxxxx Xxxxxxx, XX 00000 Attention: Xxxx Xxxxxx 25,198 3,561 Polaris Venture Partners Founders’ Fund III, L.P. 0000 Xxxxxx Xxxxxx Xxxxxxx, XX 00000 Attention: Xxxx Xxxxxx 15,345 2,168 Polaris Venture Partners IV, L.P. 0000 Xxxxxx Xxxxxx Xxxxxxx, XX 00000 Attention: Xxxx Xxxxxx 1,462,551 206,685 Polaris Venture Partners Entrepreneurs’ Fund IV, L.P. 0000 Xxxxxx Xxxxxx Xxxxxxx, XX 00000 Attention: Xxxx Xxxxxx 26,434 3,736 Total: 5,000,000 750,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit C Information Included in the aggregate payable to Time of Sale Prospectus Number of shares offered: 5,000,000 and, at the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion election of the initial Business Combination in accordance with the Trust AgreementUnderwriters, up to 750,000 additional shares. The amounts Number of shares sold: 5,000,000 Public offering price per share: $6.25 Free Writing Prospectuses Included in the Trust Account may be invested only in U.S. government treasury bills with a maturity Time of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Sale Prospectus None Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.A
Appears in 1 contract
Samples: Underwriting Agreement (TCV v Lp)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 and Section 9 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ATHLON ACQUISITION CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Executive Officer 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: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal 24,000,000 27,600,000 Total 10,000,000 11,500,000 24,000,000 27,600,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Athlon Acquisition Corp. priced 10,000,000 24,000,000 units at $10.00 per unit plus an additional 1,500,000 3,600,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.Communications
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPTHE REAL GOOD FOOD COMPANY, INC. By: /s/ Xxxxxx X. Xxx Name: Xxxxxx X. Xxx Title: Chief Executive Officer Signature Page to Underwriting Agreement The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative in New York, New York Underwriter 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 Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.
Appears in 1 contract
Samples: Underwriting Agreement (Real Good Food Company, Inc.)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., xxx.xxxxxxxx.xxx) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPIOVANCE BIOTHERAPEUTICS, INC. By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Interim Chief Executive Officer and General Counsel 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 BARCLAYS CAPITAL INC. XXXXXXX XXXXX & CO. LLC Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director, Joint Global Head of Healthcare Investment Banking BARCLAYS CAPITAL INC. By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Managing Director XXXXXXX XXXXX & CO. LLC By: /s/ Xxxx (Xxxxxx Xxxx) Name: Xxxx (Xxxxxx) Xxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities Offered Shares to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx 13,808,400 Barclays Capital Inc. 4,602,800 Xxxxxxx Xxxxx & Co. LLC Investor Subtotal 4,602,800 Total 10,000,000 11,500,000 23,014,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses Included in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion Time of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Sale Prospectus None. Schedule C Permitted Section 5(d) Communications · [ ] Time of Sale Prospectus Pricing Information Offered Shares: 23,014,000 Purchase Price per Offered Share: $9.15 Exhibit A Form of Press Release Therapeutics Acquisition Corp. Opinion and Negative Assurance Statement of DLA Piper LLP [DateFORM OF OPINION] Therapeutics Acquisition Corp. February [22], 2024 XXXXXXXXX LLC BARCLAYS CAPITAL INC. XXXXXXX XXXXX & CO. LLC As Representatives of the several Underwriters c/x XXXXXXXXX LLC 000 Xxxxxxx Xxxxxx New York, New York 10022 c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx New York, New York 10019 c/x Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx New York, New York 10282 Ladies and Gentlemen: We have acted as counsel to Iovance Biotherapeutics, Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company of 23,014,000 shares (the “Shares”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Unitscommon stock, are [waiving] [releasing] a lock-up restriction with respect par value $0.000041666 per share (the “Common Stock”), pursuant to that certain Underwriting Agreement (the “Underwriting Agreement”), dated February 20, 2024, by and between the Company and you, as representatives (the “Representatives” or the “Underwriters”). This opinion is delivered to you at the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] request pursuant to Section 6(d) of the CompanyUnderwriting Agreement. The [waiver] [release] will take effect on [Date], Capitalized terms used and not defined in this letter shall have the securities may be sold on or after such date. This press release is not an offer for sale of the securities meanings ascribed to them in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amendedUnderwriting Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Iovance Biotherapeutics, Inc.)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPXENON PHARMACEUTICALS INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Chief Financial Officer 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. X.X. XXXXXX SECURITIES LLC XXXXXXXXX LLC BOFA SECURITIES, INC. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED RBC CAPITAL MARKETS, LLC Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. A. J.P. XXXXXX SECURITIES LLC By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director XXXXXXXXX LLC By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director BOFA SECURITIES, INC. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Senior Managing Director RBC CAPITAL MARKETS, LLC By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing Director Schedule A Underwriters Number ofFirm Sharesto be Purchased Number ofPre-Funded Warrantsto be Purchased X.X. Xxxxxx Securities LLC 2,623,078 238,462 Xxxxxxxxx LLC 2,200,001 200,000 BofA Securities, Inc. 1,438,462 130,769 Xxxxxx, Xxxxxxxx & Company, Incorporated 1,353,847 123,077 RBC Capital Markets, LLC 846,154 76,922 Total 8,461,542 769,230 Schedule B Free Writing Prospectuses Included in the Time of Sale Prospectus None. Pricing Information Included in the Time of Sale Prospectus Price per share to the public: $32.50 Number of Firm Securities to be Purchased Total shares being sold by the Company: 8,461,542 Number of Offered Securities shares potentially issuable pursuant to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units the option to be Sold purchase additional shares: 1,384,615 Price per pre-funded warrant to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified the public: $32.4999 Number of pre-funded warrants being sold by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting Company: 769,230 Underwriting discounts and commissions shall be per share: $0.55 1.95 Underwriting discounts and commissions per unitpre-funded warrant: $1.95 Exhibit A-1 Form of Opinion of U.S. Company Counsel Exhibit A-2 Form of Opinion of Canadian Company Counsel Exhibit B Form of Lock-up Agreement ____________, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion 2023 X.X. Xxxxxx Securities LLC Xxxxxxxxx LLC BofA Securities, Inc. Xxxxxx, Xxxxxxxx & Company, Incorporated RBC Capital Markets, LLC As Representatives of the initial Business Combination in accordance with the Trust AgreementSeveral Underwriters c/o X.X. XXXXXX SECURITIES LLC 000 Xxxxxxx Xxxxxx New York, New York 10179 c/x XXXXXXXXX LLC 000 Xxxxxxx Xxxxxx New York, New York 10022 c/o BOFA SECURITIES, INC. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buyOne Bryant Park New York, nor shall there be any sale of the securities in any state or jurisdiction in which such offerNew York 10036 c/o XXXXXX, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLCXXXXXXXX & COMPANY, INCORPORATED 000 Xxxxxxx Xxxxxx, Xxx Xxxx00xx Xxxxx New York, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. New York 10019 c/o RBC CAPITAL MARKETS, LLC 000 Xxxxx Xxxxxx, 8th Floor New York, New York 10019 RE: Xenon Pharmaceuticals Inc. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative Ladies & Gentlemen: The undersigned is an owner of common shares of the underwriters in the Company’s recent public sale Company (“Shares”) or of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] Related Securities of the Company. The [waiver] [release] Company proposes to conduct a public offering of equity securities (the “Offering”) for which X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Xxxxxxxxx LLC (“Jefferies”), BofA Securities (“BofA Securities”), Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and RBC Capital Markets, LLC (the “Representatives”) will take effect act as the representatives 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 [Date]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 use best efforts to cause any Family Member not to), without the prior written consent of the X.X. Xxxxxx, Xxxxxxxxx, BofA Securities and Stifel, which may withhold their consent in their sole discretion: • Sell or Offer to Sell any 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, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The foregoing will not apply to the registration of the offer and sale of the Shares, and the securities may be sold sale of the Shares to the underwriters, in each case as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not apply to (i) Shares or Related Securities acquired in open market transactions on or after the date of the final prospectus supplement relating to the Offering (the “Prospectus”), provided that prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares or Related Securities in connection with any transfer of such date. This press release Shares or Related Securities; (ii) the receipt of Shares or Related Securities in connection with the vesting of restricted stock or the exercise of options to purchase Shares or Related Securities, including any transfer for the payment of taxes due as a result of such vesting or exercise, whether by means of “net settlement” or otherwise (provided any such transfer shall only be permitted to the Company), insofar as such option or restricted stock is issued pursuant to an employee benefit plan disclosed in the preliminary prospectus supplement relating to the Offering and the Prospectus, provided that any such Shares or Related Securities received upon such vesting or exercise shall be subject to the terms of this letter agreement and no public disclosure or filing under the Exchange Act shall be required or shall be voluntarily made during the Lock-up Period; (iii) the transfer of Shares or Related Securities to the Company in connection with the repurchase of Shares issued pursuant to an employee benefit plan; (iv) the transfer of Shares or Related Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a change of control of the Company, provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Shares and Related Securities held by the undersigned shall remain subject to the provisions of this letter agreement; (v) the transfer of Shares or Related Securities solely by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that each transferee executes and delivers to the Representatives an agreement stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee had been an original signatory hereto); (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity the transfer of Shares or Related Securities (A) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act) of the undersigned or (B) as part of a distribution without consideration by the undersigned to its shareholders, partners, members or other equity holders; (vii) the transfer of Shares or Related Securities by (A) gift, or (B) by will or intestate succession; (viii) the transfer of Shares or Related Securities to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned (or, if the undersigned is a trust, to any trustee or beneficiary of the undersigned) and/or a Family Member; provided, however, that in the case of clauses (vi), (vii) and (viii), it shall be a condition to such transfer that: • each transferee executes and delivers to the Representatives an agreement stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee had been an original signatory hereto), and • prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer, except for, in the case of clause (vii)(A), any required filing of a Form 4 that includes a footnote explaining that the transfer is a gift that does not involve a disposition for value. The undersigned may enter into a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act relating to the sale of Shares or Related Securities of the Company, provided that the Shares or Related Securities subject to such plan may not be sold and no public disclosure of any such plan shall be required or shall be voluntarily made by any person until after the expiration of the Lock-up Period. 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 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 for 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. 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 securities in the United States or in any other jurisdiction where such offer is prohibitedShares. The undersigned will not take, and will use best efforts to cause any Family Member not to take, directly or indirectly, any such securities 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 lapse and become null and void, and the undersigned shall be released from all obligations under this letter agreement, 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 on or before December 15, 2023 or (iii) if the Underwriting Agreement (other than the provisions thereof that survive termination) shall terminate or be terminated prior to payment for, and delivery of, the Firm Shares (as defined therein) to be sold thereunder, whichever of clauses (i), (ii) and (iii) occurs first. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof. The undersigned acknowledges and agrees that the underwriters have not provided any recommendation or investment advice nor have the underwriters solicited any action from the undersigned with respect to the Offering and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Representatives may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to you in connection with the Offering, the Representatives and the other underwriters are not making a recommendation to you to enter into this letter agreement, and nothing set forth in such disclosures is intended to suggest that the Representatives or any underwriter is making such a recommendation. This letter agreement may be offered delivered via facsimile, electronic mail (including pdf or sold in the United States absent registration or an exemption from registration under any electronic signature complying with the U.S. Securities federal ESIGN Act of 19332000, e.g., xxx.xxxxxxxx.xxx or xxx.xxxxxxxx.xxx) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) (indicate capacity of person signing if signing as amended.custodian, trustee, or on behalf of an entity)
Appears in 1 contract
Samples: Xenon Pharmaceuticals Inc.
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPGLYCOMIMETICS, INC. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer 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 XXXXX AND COMPANY, LLC Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director XXXXX AND COMPANY, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx 3,325,000 Xxxxx and Company, LLC Investor Subtotal 2,450,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 1,225,000 Total 10,000,000 11,500,000 7,000,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses Included in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion Time of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Sale Prospectus None. Schedule C Permitted Section 5(d) Communications · [ ] None. Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Lock-up Agreement , 2017 Xxxxxxxxx LLC Xxxxx and Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative LLC As Representatives of the underwriters in the Company’s recent public sale of UnitsSeveral Underwriters c/o Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.Xxx Xxxx 00000 and
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORP. STERLING BANCORP By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: President & CEO 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 XXXXX, XXXXXXXX & XXXXX, INC. RBC CAPITAL MARKETS, LLC Acting individually and as Representative the Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director XXXXX, XXXXXXXX & XXXXX, INC. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director - ECM RBC CAPITAL MARKETS, LLC By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Director Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Jefferies LLC 2,700,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. 2,100,000 RBC Capital Markets, LLC 1,200,000 Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 6,000,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.B
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPQTS REALTY TRUST, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Executive Officer QUALITYTECH, LP By: QTS Realty Trust, Inc., its general partner By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Executive Officer [Signature Page to the 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 Deutsche Bank Securities Inc. Xxxxxxxxx LLC Xxxxxx Xxxxxxx & Co. LLC Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. A. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director XXXXXXXXX LLC By: /s/ A. Xxxxxx Xxxxxx Name: A. Xxxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxx Kabla Name: Xxxxxx Kabla Title: Vice-President Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Total Number of Offered Deutsche Bank Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Inc. 1,031,250 Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx 1,031,250 Xxxxxx Xxxxxxx & Co. LLC Investor Subtotal 687,500 Total 10,000,000 11,500,000 2,750,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Free Writing Prospectuses Free Writing Prospectuses: Final Term Sheet. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.Properties
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 hereof 10 fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectusthe Base Prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPSAVARA INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CFO 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 JEFFERIES LLC XXXXX XXXXXXX & CO. Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director XXXXX XXXXXXX & CO. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Total Number of Offered Securities Pre-Funded Warrants to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx Jefferies LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx 9,030,000 2,436,666 Xxxxx Xxxxxxx & Co. 7,350,000 1,983,334 Xxxxxxxxxxx & Co. Inc. 3,570,000 963,334 X.X. Xxxxxxxxxx & Co., LLC Investor Subtotal 1,050,000 283,333 Total 10,000,000 11,500,000 21,000,000 5,666,667 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at Free Writing Prospectuses Included in the Time of Sale Prospectus None. Schedule C Pricing Information Included in the Time of Sale Prospectus Price per share: $10.00 3.00 Price per unit plus Pre-Funded Warrant: $2.999 Shares offered: 21,000,000 shares Pre-Funded Warrants Offered: 5,666,667 warrants Terms of Pre-Funded Warrant: Pre-Funded Warrants to purchase 5,666,667 shares of the Company’s Common Stock are being offered to certain existing large investors in lieu of shares of Common Stock. Each Pre-Funded Warrant will entitle the holder thereof to purchase one share of the Company’s Common Stock, will have an additional 1,500,000 units exercise price of $0.001 per share, will be exercisable upon issuance and will not expire. In general, a holder will not have the right to exercise any portion of the Pre-Funded Warrant if the underwriters exercise their over-allotment option holder (together with its affiliates) would beneficially own in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in excess of 9.99% of the aggregate payable number of shares of the Company’s Common Stock outstanding immediately after giving effect to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination exercise, as such percentage ownership is determined in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale terms of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdictionPre-Funded Warrants. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. Lock-up Agreement [Date] Therapeutics Acquisition Corp. •], 2023 JEFFERIES LLC XXXXX XXXXXXX & CO. As Representatives of the several Underwriters c/x XXXXXXXXX LLC 000 Xxxxxxx Xxxxxx New York, New York 10022 c/o XXXXX XXXXXXX & CO. 000 Xxxxxxxx Xxxx, Xxxxx 000 Minneapolis, Minnesota 55402 RE: Savara Inc. (the “Company”) announced today that Xxxxxxxxx LLCLadies & Gentlemen: The undersigned is an owner of shares of common stock, the sole book-running manager and representative par value $0.001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of securities of the Company (the “Offering”) for which Jefferies LLC (“Jefferies”) and Xxxxx Xxxxxxx & Co. (“Piper”) will act as the representatives (the “Representatives”) 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 Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Company’s [Class Offering. Annex A Common Stock] [Warrants] [Units] held sets forth definitions for capitalized terms used in this letter agreement that are not defined in the body of this agreement. Those definitions are a part of this 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 Jefferies and Xxxxx, which may withhold its consent in its sole discretion: • Sell or Offer to Sell any 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 Sponsor] [certain officers undersigned or directors] [such Family Member, • enter into any Swap, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an officer amendment or director] supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The foregoing will not apply to the registration of the offer and sale of the Shares, and the sale of the Shares to the underwriters, in each case as contemplated by the Underwriting Agreement. In addition, notwithstanding the foregoing, the undersigned may transfer any of the Shares or Related Securities (i) as a bona fide gift or gifts or charitable contribution(s), (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family member of the undersigned, (iii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act) of the undersigned or (2) as distributions of Shares or Related Securities to limited partners, limited liability company members or stockholders of the undersigned or holders of similar equity interests in the undersigned, (iv) if the undersigned is a trust, to the beneficiary of such trust, (v) by testate succession or intestate succession, (vi) to any immediate family member, any investment fund, family partnership, family limited liability company or other entity controlled or managed by the undersigned, (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), (viii) to the Company in a transaction exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) upon a vesting event of the Shares or Related Securities or upon the exercise of options or warrants to purchase Shares on a “cashless” or “net exercise” basis or to cover tax withholding obligations of the undersigned in connection with such vesting or exercise (but for the avoidance of doubt, excluding all manners of exercise that would involve a sale in the open market of any securities relating to such options or warrants, whether to cover the applicable aggregate exercise price, withholding tax obligations or otherwise), (ix) acquired by the undersigned in open market transactions after the date hereof, (x) pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction 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 such transaction is not completed, the Shares or Related Securities shall remain subject to the restrictions contained in this Agreement, or (xi) by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement or any other court order; provided, in the case of clauses (i)-(vii), that (A) such transfer shall not involve a disposition for value and (B) the transferee agrees in writing with the Company to be bound by the terms of this Agreement; and provided, further, in the case of clauses (i)-(ix), no public announcement or filing by any party under Section 16(a) of the Exchange Act or otherwise shall be required or shall be made voluntarily in connection with such transfer. In addition, the foregoing restrictions shall not apply to (i) the exercise of stock options granted pursuant to the Company’s equity incentive plans (but for the avoidance of doubt, excluding all manners of exercise that would involve a sale in the open market of any securities relating to such options, whether to cover the applicable aggregate exercise price, withholding tax obligations or otherwise); provided that the foregoing restrictions shall apply to any of the securities issued upon such exercise, (ii) conversion or exercise of warrants into Shares or into any other security convertible into or exercisable for Shares that are outstanding as of the date hereof (but for the avoidance of doubt, excluding all manners of conversion or exercise that would involve a sale in the open market of any securities relating to such warrants, whether to cover the applicable aggregate exercise price, withholding tax obligations or otherwise); provided that the foregoing restrictions shall apply to any of the Shares issued upon such conversion or exercise, (iii) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act; provided that no sales of Shares or Related Securities shall be made pursuant to such a Plan prior to the expiration of the applicable Lock-Up Period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Securities and Exchange Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the undersigned, the Company or any other person, prior to the expiration of the applicable Lock-Up Period, or (iv) transfers of Shares or Related Securities under any Plan that is existing as of the date hereof, provided that, to the extent a public filing under Section 16 of the Exchange Act or other public filing, report or announcement is required or voluntarily made regarding the sale, such filing or announcement shall include a statement to the effect that the transfers occurred pursuant to such Plan; provided, further, in the case of clauses (i) – (ii) of this paragraph, no public announcement or filing by any party under Section 16(a) of the Exchange Act or otherwise shall be required or shall be made voluntarily in connection with such exercise or conversion. The [waiver] [release] will take effect on [Date]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 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 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 securities stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Shares. 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 acknowledges and agrees that the underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned with respect to the Offering and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Representatives may be sold required or choose to provide certain Regulation Best Interest and Form CRS disclosures to you in connection with the Offering, the Representatives and the other underwriters are not making a recommendation to you to enter into this Agreement, and nothing set forth in such disclosures is intended to suggest that the Representatives or any underwriter is making such a recommendation. 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 or after the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This letter agreement will automatically terminate upon the earliest to occur, if any, of (a) the date the Company advises the Representatives in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Offering, (b) the date of the termination of the Underwriting Agreement if prior to the closing of the Offering and (c) August 31, 2023 if the Underwriting Agreement has not been executed and delivered by the Company by such date. This press release is not an offer letter agreement may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., xxx.xxxxxxxx.xxx or xxx.xxxxxxxx.xxx) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for sale all purposes. This letter agreement shall be governed by, and construed in accordance with, the laws of the securities State of New York. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in the United States an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) (indicate capacity of person signing if signing as custodian, trustee, or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or on behalf of an exemption from registration under the U.S. Securities Act of 1933, as amended.entity)
Appears in 1 contract
Samples: Underwriting Agreement (Savara Inc)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 and Section 9 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS MXXXXXX CAPITAL ACQUISITION CORP. CORPORATION II By: /s/ Jxxxx Xxxxxxx Name: Jxxxx Xxxxxxx Title: Chief Executive Officer 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 JXXXXXXXX LLC Acting individually and as Representative of the several Underwriters named in the attached Schedule X. A. XXXXXXXXX LLC By: /s/Txxx Xxxxxx Name: Txxx Xxxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx Jxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal 27,500,000 31,625,000 Total 10,000,000 11,500,000 27,500,000 31,625,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Mxxxxxx Capital Acquisition Corp. Corporation II priced 10,000,000 27,500,000 units at $10.00 per unit plus an additional 1,500,000 4,125,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 500 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d5(b) Communications · [ ] Investor Presentation, dated September 2020. Exhibit A Form of Press Release Therapeutics Mxxxxxx Capital Acquisition Corp. Corporation II [Date] Therapeutics Mxxxxxx Capital Acquisition Corp. Corporation II (the “Company”) announced today that Xxxxxxxxx Jxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain Sponsor][certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.
Appears in 1 contract
Samples: Underwriting Agreement (Mudrick Capital Acquisition Corp. II)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 6 and the contribution provisions of Section 97, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 6 and Section 9 hereof 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectusPreliminary Prospectus, the Time of Sale any Issuer Free Writing Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoingthereto), as contemplated required by the Securities Act and the Exchange Act. The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction, each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement or any other effective agreement between such Underwriter and the Company and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the underwriters to properly identify their respective clients. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORP. First Potomac Realty Trust By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer First Potomac Realty Investment Limited Partnership By: First Potomac Realty Trust, Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative in New York, New York Underwriters 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 Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Schedule Director SCHEDULE A Underwriters Total Number of Firm Securities Shares to be Underwriters Purchased Xxxxx Fargo Securities, LLC 2,000,000 Barclays Capital Inc. 400,000 KeyBanc Capital Markets Inc. 400,000 Xxxxxxx Xxxxx & Associates, Inc. 400,000 RBC Capital Markets, LLC 400,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 100,000 JJB Xxxxxxxx, XX Xxxxx LLC 100,000 Xxxxxx X. Xxxxx & Co. Incorporated 100,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 100,000 Total Number 4,000,000 Schedule A-1 SCHEDULE B First Potomac Realty Trust Pricing Term Sheet 7.750% Series A Cumulative Redeemable Perpetual Preferred Shares (Liquidation Preference $25.00 per share) Issuer: First Potomac Realty Trust Security: 7.750% Series A Cumulative Redeemable Perpetual Preferred Shares of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units Beneficial Interest Size: 4,000,000 shares (4,600,000 shares if the underwriters exercise their overallotment option is exercised in full) Pricing Date: January 12, 2011 Settlement Date: January 18, 2011 (T+3) Maturity: Perpetual Public Offering Price: $25.00 liquidation preference per share; $100,000,000 total (not including over-allotment option in full. The underwriting discounts option) Underwriting Discount and commissions shall be Commissions: $0.55 0.7875 per unitshare; $3,150,000 total (not including over-allotment option) Net Proceeds (before expenses): $96,850,000 (not including over-allotment option) Dividend: 7.750% per annum (or $1.9375 per share), including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account accruing from January 18, 2011 Dividend Payment Dates: On or about each February 15, May 15, August 15 and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buyNovember 15, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold commencing on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibitedabout February 15, 2011 Liquidation Preference: $25.00 per share plus accrued and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.unpaid dividends
Appears in 1 contract
Samples: Note Purchase Agreement (First Potomac Realty Trust)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPMIRATI THERAPEUTICS, INC. By: /s/ Xxxxxxx X. Xxxx, M.D., Ph.D. Name: Xxxxxxx X. Xxxx, M.D., Ph.D. Title: President and Chief Executive Officer 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 XXXXX AND COMPANY, LLC BARCLAYS CAPITAL INC. Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX XXXXX AND COMPANY, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director BARCLAYS CAPITAL INC. By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Vice President Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Total Number of Offered Securities Pre-Funded Warrants to be Purchased if Maximum Optional Xxxxx and Company, LLC 1,100,000 168,660 Barclays Capital Inc. 962,500 147,578 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 467,500 71,681 Xxxxxxxxxxx & Co. Inc. 137,500 21,082 X.X. Xxxxxxxxxx & Co., LLC 82,500 12,649 Total 2,750,000 421,650 Schedule B-1 Free Writing Prospectuses Included in the Time of Sale Prospectus None. Schedule B-2 Pricing Information Included in the Time of Sale Prospectus Price per share to the public: $ 38.85 Number of shares being sold: 2,750,000 Price paid per Pre-Funded Warrant: $ 38.849 Number of Pre-Funded Warrants being sold: 421,650 Number of shares potentially issuable pursuant to the option to purchase additional shares: 412,500 Exhibit A Form of Lock-up Agreement June , 2018 Xxxxx and Company, LLC Barclays Capital Inc. As Representatives of the several Underwriters c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 RE: Mirati Therapeutics, Inc. (the “Company”) Ladies & Gentlemen: The undersigned is an owner of shares of common stock, par value $0.001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxx and Company, LLC and Barclays Capital Inc. will act as the Representatives (the “Representatives”) 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 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 agreement. Those definitions are a part of this 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 its consent in its sole discretion: • Sell or Offer to Sell any Shares or Related Securities are Purchased Column A-1 Units 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, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be Sold filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units any such registration, or • publicly announce any intention to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if do any of the underwriters exercise their over-allotment option in fullforegoing. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable foregoing will not apply to the Underwriters for deferred underwriting commissions to be placed into registration of the Trust Account offer and released sale of the Shares, and the sale of the Shares to the Underwriters upon completion underwriters, in each case as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not apply to (i) the transfer of Shares or Related Securities to the initial Business Combination Company in accordance connection with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity repurchase of 185 days Shares or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be Related Securities issued pursuant to an effective registration statement employee benefit plan, in connection with any contractual arrangement in effect on the date of this letter agreement that provides for the repurchase of Shares or Related Securities by the Company, or in connection with the termination of the undersigned’s employment with the Company; (ii) the transfer of Shares or Related Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a change of control of the Company, provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Shares and Related Securities held by the undersigned shall remain subject to the provisions of this letter agreement; (iii) the transfer of Shares or Related Securities solely by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that each transferee executes and delivers to the Representatives an agreement stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee had been an original signatory hereto); (iv) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity the transfer of Shares or Related Securities (A) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act) of the undersigned or (B) as part of a distribution by the undersigned to its shareholders, partners, members or other equity holders; (v) the transfer of Shares or Related Securities by gift, or by will or intestate succession; and (vi) the transfer of Shares or Related Securities to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned (or, if the undersigned is a trust, to any trustee or beneficiary of the undersigned) and/or a Family Member; provided, however, that in the case of clauses (iv), (v) and (vi), it shall be a condition to such transfer that: • each transferee executes and delivers to the Representatives an agreement in form and substance satisfactory to the Representatives stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee had been an original signatory hereto), and • prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer. In addition, notwithstanding the lock-up restrictions imposed by this letter agreement, the undersigned may at any time after the date hereof (i) exercise any options or warrants to purchase Shares (including by cashless exercise for the primary purpose of paying the exercise price of options or exercise to cover tax withholding obligations in connection with such exercise to the extent permitted by the instruments representing such options or warrants); provided, however, that in any such case the Shares issued upon exercise shall remain subject to the provisions of this letter agreement, or (ii) enter into a trading plan (a “New Plan”) meeting the requirements of Rule 10b5-1 under the Exchange Act relating to the sale of Shares, if then permitted by the Company and applicable law; provided that the Shares subject to such New Plan may not be sold during the Lock-up Period; provided further, that the Company is not required to report the establishment of such New Plan in any public report or filing with the Securities and Exchange Commission under the Exchange Act during the Lock-Up Period and does not otherwise voluntarily effect any such public filing or report regarding such New Plan. Additionally, the foregoing restrictions shall not apply to sales of Shares made pursuant to trading plan meeting the requirements of Rule 10b5-1 that has been previously entered into and disclosed to the Representatives by the undersigned prior to the date of this agreement; provided that if the undersigned reports any such transfer on a Form 4 filed with the Securities and Exchange CommissionCommission pursuant to Section 16 of the Exchange Act, the undersigned shall cause such Form 4 to include a statement that such transfer was effected pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. This communication shall not constitute an 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 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 to sell or the solicitation and sale of any offer Shares and/or any Related Securities owned either of record or beneficially by the undersigned, including any rights to buyreceive notice of the Offering. The undersigned confirms that the undersigned has not, nor shall there 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 securities in Shares. The undersigned will not, and will cause any state Family Member not to take, directly or jurisdiction in which indirectly, any such offer, solicitation action. Whether or sale would not the Offering occurs as currently contemplated or at all depends on market conditions and other factors. The Offering will only be unlawful prior made pursuant to the registration or qualification under Underwriting Agreement, the securities law terms of any such state or jurisdictionwhich are subject to negotiation between the Company and the underwriters. Copies of It is understood that, if (i) the prospectus related Company notifies the Representatives in writing that it does not intend to proceed with the Offering, (ii) if the Underwriting Agreement relating to the Offering may is not executed by June 22, 2018, or (iii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be obtained terminated for any reason prior to payment for and delivery of the Firm Shares (as defined therein) to be sold thereunder, this letter agreement shall immediately be terminated and the undersigned shall automatically be released from Jefferies LLCall of his, 000 Xxxxxxx Xxxxxxher or its obligations under this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power, Xxx Xxxxcapacity and authority to enter into this letter agreement. This letter agreement is irrevocable and will be binding on the undersigned and the successors, Xxx Xxxx 00000heirs, personal representatives and assigns of the undersigned. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLCThis letter agreement shall be governed by, and construed in accordance with, the sole book-running manager and representative laws of the underwriters State of New York. [signature page follows] Name of Security Holder (Print exact name) By: Signature If not signing in the Company’s recent public sale an individual capacity: Name of UnitsAuthorized Signatory (Print) Title of Authorized Signatory (Print) (indicate capacity of person signing if signing as custodian, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers trustee, or directors] [on behalf of an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.entity) Annex A
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPXERIS PHARMACEUTICALS, INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: President, Chief Executive Officer and Chairman 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 XXXXX XXXXXXX & CO. Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director, Xxxxxxxxx LLC XXXXX XXXXXXX & CO. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx 3,600,000 Xxxxx Xxxxxxx & Co. 2,790,000 RBC Capital Markets, LLC Investor Subtotal 1,305,000 Mizuho Securities USA LLC 1,305,000 Total 10,000,000 11,500,000 9,000,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses Included in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion Time of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Sale Prospectus None. Schedule C Permitted Section 5(d) Communications · [ ] None. Exhibit A Form of Press Release Therapeutics Acquisition Corp. Opinion of Company Counsel Exhibit B Form of Opinion of Xeris Patent Counsel Exhibit C Form of Lock-up Agreement [Date] Therapeutics Acquisition Corp. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. As Representatives of the Several Underwriters c/o Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 and c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 RE: Xeris Pharmaceuticals, Inc. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative Ladies & Gentlemen: The undersigned is an executive officer or director of the Company or owner of shares of common stock, par value $0.0001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxxxxx LLC (“Jefferies”) and Xxxxx Xxxxxxx & Co. (“Piper”) will act as the representatives of the several 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 Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction 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 agreement. Those definitions are a part of this 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), subject to the exceptions set forth in this letter agreement without the prior written consent of Jefferies and Xxxxx, which may withhold their consent in their sole discretion: • Sell or Offer to Sell any 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, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The foregoing will not apply to the registration of the offer and 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 restrictions shall not apply to (a) the transfer of Shares or Related Securities by gift, or by will or intestate succession to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member, (b) pursuant to a court order in respect of, or by operation of law as a result of, a divorce, or (c) if the undersigned is a non-individual, transfer of Shares or Related Securities to any affiliate (as such term is defined in Rule 405 of the Securities Act), limited partners, general partners, limited liability company members, trust beneficiaries or stockholders of the undersigned, or, if the undersigned is a corporation, to any wholly owned subsidiary of such corporation, if, in any case, such transfer is not for value; provided, however, that for any of (a), (b) or (c), it shall be a condition to such transfer or disposition that: • each transferee executes and delivers to Jefferies and Piper an agreement in form and substance satisfactory to Jefferies and Xxxxx stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee had been an original signatory hereto), and • prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act, other than any required filing on Schedule 13G, Schedule 13G/A or Form 13F, by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer unless the undersigned shall include a statement describing the transaction as being a transfer to any affiliate (as such term is defined in Rule 405 of the Securities Act). Furthermore, notwithstanding the restrictions imposed by this letter agreement, the undersigned may (i) transfer Shares to the Company upon the exercise of options or warrants during the Lock-up Period to cover tax withholding obligations in connection with such exercise or for the primary purpose of paying the exercise price of options or warrants to acquire Shares, in each case pursuant to a stock option, stock bonus or other stock plan or arrangement or warrants existing as of the date hereof or described in the Prospectus (as defined in the Underwriting Agreement) and any Shares acquired upon such exercise shall remain subject to this letter agreement, provided that if the undersigned is required to file a report under the Exchange Act related thereto, such report shall include a statement to the effect that the filing relates to the “net” or “cashless” exercise of options to purchase shares of common stock for the purpose of exercising such options, including, if applicable, the payment of taxes due as a result of such exercise, (ii) establish a trading plan pursuant to Rule 10b5-1 of the Exchange Act, provided that no sales or other dispositions of Shares or Related Securities may occur under such plan during the Lock-up Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required or made during the Lock-up Period, (iii) the transfer of the undersigned’s Shares or Related Securities pursuant to a bona fide third-party offer for all outstanding voting stock of the Company’s [Class A Common Stock] [Warrants] [Units] , whether pursuant to a merger, tender offer or otherwise, to a third party or group of third parties, provided that in the event that such merger, tender offer or other transaction is not consummated, such Shares or Related Securities held by [the Sponsor] [certain officers undersigned shall remain subject to the restrictions on transfer set forth herein, (iv) transfer or directors] [dispose of Shares or Related Securities acquired in open market transactions after the completion of the Offering, (v) transfer or dispose of Shares or Related Securities acquired in the Offering or (vi) transfers of Shares or Related Securities by the undersigned pursuant to sales in the public market undertaken by the undersigned under a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that such trading plan shall have been in effect prior to the date hereof; provided that in the case of (i) and (vi) above, if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of Shares during the Lock-up Period, the undersigned shall include a statement describing the purpose of the transaction and/or that the sale was made pursuant to a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided further, that in the case of (iv) and (v) above, no public announcement or filing under the Exchange Act, other than any required filing on Schedule 13G, Schedule 13G/A or Form 13F, shall be required or voluntarily made by the undersigned in connection with such transfer during the Lock-up Period. If the undersigned is an officer or director] director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Shares the undersigned may purchase or otherwise receive in the Offering (including pursuant to a directed share program). The [waiver] [release] will take effect on [Date]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 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 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 securities may be sold on stabilization or after such date. This press release is not an offer for manipulation of the price of any security of the Company to facilitate the sale of the securities Shares. 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. This letter agreement shall automatically terminate and be of no further effect upon the earliest to occur, if any, of (i) Jefferies and Piper, on the one hand, or the Company, on the other hand, advising the other party in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Offering, (ii) the termination of the Underwriting Agreement before the sale of Shares to the underwriters, (iii) the registration statement filed with the Securities and Exchange Commission with respect to the Offering is withdrawn, and (iv) March 31, 2020, in the United States or in any other jurisdiction where event that the Underwriting Agreement has not been executed by such offer date (provided that the Company may by written notice to the undersigned prior to March 31, 2020, extend such date for a period of up to three additional months). 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 prohibitedirrevocable 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 such securities may not be offered construed in accordance with, the laws of the State of New York. Signature Printed Name of Person Signing (Indicate capacity of person signing if signing as custodian or sold in the United States absent registration trustee, or on behalf of an exemption from registration under the U.S. Securities Act of 1933, as amended.entity) Exhibit D Directors and Officers Signing Lock-Up Agreement Directors: XX Xxxxxxx Xxxx Xxxxxxx Xxxxx Xxxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxx Theirer Officers: Xxxx Xxxxx Xxxxx Xxxxxxx Xxxx Xxxxxxx Xxxxxx Xxxxxxxxxxx Xxx Xxxxxxx Xxxx Xxxxx
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPENDOCYTE, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President and Chief Executive Officer 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 XXXXX FARGO SECURITIES, LLC RBC CAPITAL MARKETS, LLC Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director RBC CAPITAL MARKETS, LLC By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities Shares Underwriters to be Purchased Xxxxxxxxx LLC 3,972,974 Xxxxx Fargo Securities, LLC 2,364,865 RBC Capital Markets, LLC 1,797,297 Wedbush Securities Inc. 1,324,324 Total 9,459,460 Schedule B Free Writing Prospectuses Included in the Time of Sale Prospectus None. Schedule C Pricing Information Included in the Time of Sale Prospectus Price per Share to the Public: $ 18.50 Number of Offered Securities to be Purchased if Maximum Firm Shares: 9,459,460 Number of Optional Securities are Purchased Column A-1 Units to be Sold to Public Shares: 1,418,919 Schedule D Directors, Officers and Other Persons Signing Lock-up Agreement · Xxxxxxx X. Xxxxxxx, President and Chief Executive Officer and Director · Xxxxxxx X. Xxxxxxxx, Chief Financial Officer · Xxxx X. Xxxxxx, Vice President of Finance and Chief Accounting Officer · Xxxxxx X. Xxxxxx, Chief Medical Officer · Xxxxxxxxxxx X. Xxxxxx, Vice President of Research · Xxxxxxxxx Xxxxxx, Vice President of Human Resources · Xxxx X. Xxxxxxx, Vice President of CMC · Xxxx X. Xxxxx, Director · Xxxx X. Xxxxx, Director · Xxxxxx X. Low, Chief Science Officer and Director · Xxxxxxx Xxxxxxx, Director · Xxxx X. Xxxxxxxxx, Director · Xxxxxx Xxxxxxx, Director · Xxxx Xxxxxxxx, Director · Xxxxx Xxxxxxx, Director · Sanderling Venture Partners V, L.P. · Sanderling Venture Partners VI Co-Investment Fund, L.P. · Sanderling Venture Partners V Co-Investment Fund, L.P. · Sanderling V Biomedical, L.P. · Sanderling Biomedical Co-Investment Fund, L.P. · Sanderling V Limited Partnership · Sanderling V Beteiligungs GmbH & Co. KG · Sanderling VI Limited Partnership · Sanderling VI Beteiligungs GmbH & Co. KG · Sanderling V Strategic Exit Fund, L.P. · Sanderling Venture Partners IV, V, VI, and LP · Sanderling Venture Partners IV, V, VI Co-Investment LP · Sanderling Management Company Exhibit A Form of Lock-up Agreement , 2018 XXXXXXXXX LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx XXXXX FARGO SECURITIES, LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unitRBC CAPITAL MARKETS, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion LLC As Representatives of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from several Underwriters c/o Jefferies LLC, LLC 000 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. 00000 c/o Wells Fargo Securities, LLC 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 RE: Endocyte, Inc. (the “Company”) announced today that Ladies & Gentlemen: The undersigned is an owner of shares of common stock, par value $0.001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxxxxx LLCLLC (“Jefferies”), Xxxxx Fargo Securities, LLC and RBC Capital Markets, LLC have agreed to act as representatives of the several Underwriters (in such capacity, the sole book-running manager and representative “Representatives”). The undersigned recognizes that the Offering will benefit each of the underwriters 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 Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Company’s [Class Offering. Annex A Common Stock] [Warrants] [Units] held 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 Jefferies, which may withhold its consent in its sole discretion: · Sell or Offer to Sell any 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 Sponsor] [certain officers undersigned or directors] [an officer such Family Member, · enter into any Swap, or director] · publicly announce any intention to do any of the foregoing. The foregoing will not apply to the registration of the offer and 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 restrictions shall not apply to the transfer of Shares or Related Securities (i) by gift, or by will or intestate succession to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member, (ii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act) of the undersigned or (2) as distributions of Shares or any security convertible into or exercisable for Shares to limited partners, limited liability company members or stockholders of the undersigned; provided that any such transfer or distribution shall not involve a disposition for value, (iii) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction 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 Shares and/or Related Securities shall remain subject to the provisions of this letter agreement, (iv) by operation of law, including, but not limited to, pursuant to a qualified domestic order or in connection with a divorce settlement, or (v) pursuant to the Underwriting Agreement; provided, however, that in the case of clauses (i) through (iv), it shall be a condition to such transfer that: · each transferee or distributee executes and delivers to the Representatives an agreement in form and substance satisfactory to the Representatives stating that such transferee or distributee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee or distributee had been an original signatory hereto), and · prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer (except in the case of clause (iv) only for any required filings under Section 16 of the Exchange Act, provided that such filings clearly indicate in the footnotes thereto an explanation of the type of transaction giving rise to the change in ownership pursuant to the circumstances described in clause (iv)). In addition, the foregoing restrictions shall not apply to (i) the exercise or settlement of stock options or warrants, restricted stock units or other equity awards granted pursuant to the Company’s equity incentive plans existing as of the date hereof and described in the Prospectus; provided that such restrictions shall apply to any of the undersigned’s Shares and/or Related Securities issued upon such exercise or settlement thereof, (ii) transfers of the undersigned’s Shares and/or Related Securities to the Company in connection with the “net” or “cashless” exercise or settlement of options, warrants, restricted stock units or other equity awards pursuant to the Company’s equity incentive plans (and any transfer to the Company necessary to generate such amount of cash needed for the payment of taxes, including estimated taxes, due as a result of such vesting or exercise whether by means of a “net settlement” or otherwise) existing as of the date hereof and described in the Prospectus, provided that if required, any public report or filing under Section 16 of the Exchange Act will clearly indicate in the footnotes thereto that such disposition to the Company or withholding by the Company was solely to the Company pursuant to the circumstances described in this clause (ii), (iii) sales of the undersigned’s Shares and/or Related Securities pursuant to any contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 under the Exchange Act (each a “Plan”), provided that such Plan was established prior to the execution of this letter agreement by the undersigned, such Plan was previously provided to the Underwriters and that, if required, any public report or filing under Section 16 of the Exchange Act will clearly indicate in the footnotes thereto that such sales were made solely pursuant to the circumstances described in this clause (iii), or (iv) the establishment of a new Plan, provided that no sales of the undersigned’s Shares and/or Related Securities shall be made pursuant to such new Plan prior to the expiration of the Lock-Up Period, and such new Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the SEC or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily by the undersigned, the Company or any other person, prior to the expiration of the Lock-Up Period. The [waiver] [release] will take effect on [Date]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 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 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 securities may stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Shares. 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 Representatives. 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. The undersigned understands that the undersigned shall be released from all obligations under this letter agreement upon the earliest to occur, if any, of (i) the Company notifies Jefferies that it does not intend to proceed with the Offering, (ii) the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold on thereunder or after (iii) September 30, 2018, in the event the Underwriting Agreement is not executed by such date. This press release is not an offer for sale letter agreement shall be governed by, and construed in accordance with, the laws of the securities State of New York. 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 Certain Defined Terms Used in Lock-up Agreement For purposes of the United States or in any other jurisdiction where such offer letter agreement to which this Annex A is prohibited, attached and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.which it is made a part:
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPRELMADA THERAPEUTICS, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: CEO 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 LEERINK 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 LEERINK LLC By: /s/ Xxx Xxxxxxxxxx Name: Xxx Xxxxxxxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Total Number of Offered Securities Optional Shares to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units 1,416,667 212,500 SVB Leerink LLC 1,250,000 187,500 Guggenheim Securities, LLC 666,667 100,000 Total 3,333,334 500,000 Schedule B Pricing Information Included in the Time of Sale Prospectus Price per share to be Sold the public: $ 30.00 Number of shares being sold: 3,333,334 Number of shares potentially issuable pursuant to Investors Identified by Sponsor the Underwriters’ option to purchase additional shares: 500,000 Exhibit A Form of Lock-up Agreement November ___, 2019 Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion As Representative of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Several Underwriters c/o Jefferies LLC, LLC 000 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. 00000 RE: Relmada Therapeutics, Inc. (the “Company”) announced today that Ladies & Gentlemen: The undersigned is an owner of shares of common stock, par value $0.001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxxxxx LLC, LLC (“Jefferies”) will act as the sole book-running manager and 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 Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Company’s [Class Offering. Annex A Common Stock] [Warrants] [Units] held sets forth definitions for capitalized terms used in this letter agreement that are not defined in the body of this agreement. Those definitions are a part of this 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 Jefferies, which may withhold its consent in its sole discretion: ● Sell or Offer to Sell any 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 Sponsor] [certain officers undersigned or directors] [such Family Member, ● enter into any Swap, ● make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or ● publicly announce any intention to do any of the foregoing. The foregoing will not apply to the registration of the offer and 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 restrictions shall not apply to the transfer of Shares or Related Securities (i) by gift, or by will or intestate succession to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member or (ii) to the Company upon exercise of any right in respect of any option granted under any incentive plan of the Company described in the prospectus supplement relating to the Offering including the surrender of Shares to the Company in “net” or “cashless” exercise of any option; provided, however, that in any such case, it shall be a condition to such transfer that: ● each transferee executes and delivers to Jefferies an agreement in form and substance satisfactory to Jefferies stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee had been an original signatory hereto), and ● prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer. The undersigned acknowledges and agrees that written notice by Jefferies to the Company of any extension of the 90-day initial lock-up period will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this letter agreement during the period from the date of this letter agreement through the close of trading on the date that is the 34th day following the expiration of the 90-day initial lock-up period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take any such action unless the undersigned has received written confirmation from the Company that the Lock-Up Period has expired. If the undersigned is an officer or director] director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Shares the undersigned may purchase or otherwise receive in the Offering (including pursuant to a directed share program). The [waiver] [release] will take effect on [Date]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 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 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 securities may be sold on stabilization or after such date. This press release is not an offer for manipulation of the price of any security of the Company to facilitate the sale of the securities in the United States or in any other jurisdiction where such offer is prohibitedShares. The undersigned will not, and will cause any Family Member not to take, directly or indirectly, any such securities may 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 offered 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. Very truly yours, Name of Security Holder (print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (print) Title of Authorized Signatory (print) (indicate capacity of person signing if signing as custodian, trustee, or sold on behalf of an entity) Certain Defined Terms Used in Lock-up Agreement For purposes of the United States absent registration or an exemption from registration under the U.S. Securities Act letter agreement to which this Annex A is attached and of 1933, as amended.which it is made a part:
Appears in 1 contract
Samples: Underwriting Agreement (Relmada Therapeutics, Inc.)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 and Section 9 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS TEKKORP DIGITAL ACQUISITION CORP. By: Name: Title: 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 Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal [●] [●] Macquarie Capital (USA) Inc. [●] [●] Total 10,000,000 11,500,000 25,000,000 28,750,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Tekkorp Digital Acquisition Corp. priced 10,000,000 25,000,000 units at $10.00 per unit plus an additional 1,500,000 3,750,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement; provided, however, that such underwriting discounts and commissions will not be charged by nor payable to the Underwriters on any units purchased by Xxxxxx Xxxxxx and/or an entity affiliated with Xx. Xxxxxx in the Offering. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. Pre-Marketing Presentation, dated [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date●], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended2020.
Appears in 1 contract
Samples: Underwriting Agreement (Tekkorp Digital Acquisition Corp.)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPXENON PHARMACEUTICALS INC. By: /s/ Ixx Xxxxxxxx Name: Ixx Xxxxxxxx Title: President and Chief Financial Officer 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 JXXXXXXXX LLC SXXXXX, XXXXXXXX & COMPANY, INCORPORATED GUGGENHEIM SECURITIES, LLC Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. A. XXXXXXXXX LLC By: /s/ Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Title: Managing Director SXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Nxxxxx Xxxxxxxx Name: Nxxxxx Xxxxxxxx Title: Director GUGGENHEIM SECURITIES, LLC By: /s/ Sxxx Xxxxxx Name: Sxxx Xxxxxx Title: Senior Managing Director Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Jxxxxxxxx LLC………………………………………... 1,687,500 Sxxxxx, Xxxxxxxx & Company, Incorporated…………. 1,312,500 Guggenheim Securities, LLC……………………….. 750,000 Total 3,750,000 Schedule B Free Writing Prospectuses Included in the Time of Sale Prospectus None. Pricing Information Included in the Time of Sale Prospectus Price per share to the public: $16.00 Number of Offered Securities shares being sold by the Company: 3,750,000 Number of shares potentially issuable pursuant to be Purchased if Maximum Optional Securities are Purchased Column the option to purchase additional shares: 562,500 Underwriting Discounts and Commissions: $0.96 Exhibit A-1 Units to be Sold to Public Form of Opinion of U.S. Company Counsel Exhibit A-2 Form of Opinion of Canadian Company Counsel Exhibit B Form of Lock-up Agreement ____________, 2020 Jxxxxxxxx LLC Sxxxxx, Xxxxxxxx & Company, Incorporated Guggenheim Securities, LLC As Representatives of the Several Underwriters c/o Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 500 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. 00000 c/x Xxxxxx, Xxxxxxxx & Company, Incorporated 700 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Guggenheim Securities, LLC 300 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 RE: Xenon Pharmaceuticals Inc. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative Ladies & Gentlemen: The undersigned is an owner of common shares of the underwriters in the Company’s recent public sale Company (“Shares”) or of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] Related Securities of the Company. The [waiver] [release] Company proposes to conduct a public offering of Shares (the “Offering”) for which Jxxxxxxxx LLC, Sxxxxx, Xxxxxxxx & Company, Incorporated and Guggenheim Securities, LLC (the “Representatives”) will take effect act as the representatives 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 [Date]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 use best efforts to 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 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, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The foregoing will not apply to the registration of the offer and sale of the Shares, and the securities may be sold sale of the Shares to the underwriters, in each case as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not apply to (i) Shares or Related Securities acquired in open market transactions on or after the date of the final prospectus supplement relating to the Offering (the “Prospectus”), provided that prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares or Related Securities in connection with any transfer of such date. This press release Shares or Related Securities; (ii) the receipt of Shares or Related Securities in connection with the vesting of restricted stock or the exercise of options to purchase Shares or Related Securities, including any transfer for the payment of taxes due as a result of such vesting or exercise, whether by means of “net settlement” or otherwise (provided any such transfer shall only be permitted to the Company), insofar as such option or restricted stock is issued pursuant to an employee benefit plan disclosed in the Prospectus, provided that any such Shares or Related Securities received upon such vesting or exercise shall be subject to the terms of this letter agreement and no public disclosure or filing under the Exchange Act shall be required or shall be voluntarily made within 30 days after the date of the Prospectus, and after such 30th day, any filing under Section 16(a) of the Exchange Act shall clearly indicate in the footnotes thereto that (A) the filing relates to the circumstances described in this clause (ii), (B) no Shares or Related Securities were sold by the reporting person, and (C) the Shares or Related Securities received upon exercise of such options are subject to the terms of this letter agreement; (iii) the transfer of Shares or Related Securities to the Company in connection with the repurchase of Shares issued pursuant to an employee benefit plan; (iv) the transfer of Shares or Related Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a change of control of the Company, provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Shares and Related Securities held by the undersigned shall remain subject to the provisions of this letter agreement; (v) the transfer of Shares or Related Securities solely by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that each transferee executes and delivers to the Representatives an agreement stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee had been an original signatory hereto); (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity the transfer of Shares or Related Securities (A) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act) of the undersigned or (B) as part of a distribution without consideration by the undersigned to its shareholders, partners, members or other equity holders; (vii) the transfer of Shares or Related Securities by gift, or by will or intestate succession; (viii) the transfer of Shares or Related Securities to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned (or, if the undersigned is a trust, to any trustee or beneficiary of the undersigned) and/or a Family Member; provided, however, that in the case of clauses (vi), (vii) and (viii), it shall be a condition to such transfer that: • each transferee executes and delivers to the Representatives an agreement stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee had been an original signatory hereto), and • prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer. The undersigned may enter into a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act relating to the sale of Shares or Related Securities of the Company, provided that the Shares or Related Securities subject to such plan may not be sold and no public disclosure of any such plan shall be required or shall be voluntarily made by any person until after the expiration of the Lock-up Period. 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 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 for 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. 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 securities in the United States or in any other jurisdiction where such offer is prohibitedShares. The undersigned will not take, and will use best efforts to cause any Family Member not to take, directly or indirectly, any such securities may 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 offered 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 lapse and become null and void, and the undersigned shall be released from all obligations under this letter agreement, 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 on or before February 29, 2020 or (iii) if the Underwriting Agreement (other than the provisions thereof that survive termination) shall terminate or be terminated prior to payment for, and delivery of, the Firm Shares (as defined therein) to be sold thereunder, whichever of clauses (i), (ii) and (iii) occurs first. This letter agreement shall be governed by, and construed in accordance with, the United States absent registration laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) (indicate capacity of person signing if signing as custodian, trustee, or on behalf of an exemption from registration under the U.S. Securities Act of 1933, as amended.entity)
Appears in 1 contract
Samples: Underwriting Agreement (Xenon Pharmaceuticals Inc.)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPPIERIS PHARMACEUTICALS, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Executive Officer and President 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 XXXXX AND COMPANY, LLC EVERCORE GROUP L.L.C. 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 XXXXX AND COMPANY, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director EVERCORE GROUP L.L.C. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Managing Director Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Xxxxxxxxx LLC 2,273,334 Xxxxx and Company, LLC 1,723,333 Evercore Group L.L.C. 1,503,333 Total 5,500,000 Schedule B Free Writing Prospectuses Included in the Time of Sale Prospectus None. Schedule C Pricing Information Included in the Time of Sale Prospectus Price per Share to the Public: $ 8.00 Number of Offered Securities to be Purchased if Maximum Firm Shares: 5,500,000 Number of Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx Shares: 825,000 Schedule D Permitted Section 5(d) Communications None. Schedule E Directors, Officers and Other Persons Signing Lock-up Agreement Directors: • Xxxxxxx X. Xxxxx • Xxxxxxx Xxxxxxx • Xxxxxx Xxxxxxx • Xxxx-Xxxxxx Xxxxxxx • Xxxxxx Xxxxx • Xxxxxxxxxxx Xxxxxxx • Xxxxx Xxxxxxxx Officers: • Xxxxxxx X. Xxxxx • Xxxxx Xxxxx • Xxxxx Xxxxx Others: Exhibit A Form of Lock-up Agreement ________________, 2018 JEFFERIES LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx XXXXX AND COMPANY, LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion EVERCORE GROUP L.L.C. As Representatives of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from several Underwriters c/o Jefferies LLC, LLC 000 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 RE: Pieris Pharmaceuticals, Inc. (the “Company”) announced today that Ladies & Gentlemen: The undersigned is an owner of shares of common stock, par value $0.001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxxxxx LLCLLC (“Jefferies”) , Xxxxx and Company, LLC (“Cowen”) and Evercore Group, L.L.C. (together, the sole book-running manager and representative “Representatives”) will act as representatives of the several 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 Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the CompanyOffering. 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 use best efforts to cause any Family Member not to), subject to the exceptions set forth in this letter agreement, without the prior written consent of Jefferies and Cowen, which may withhold their consent in their sole discretion: • Sell or Offer to Sell any 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, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The foregoing will not apply to the registration of the offer and 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 restrictions shall not apply to (i) the transfer of Shares or Related Securities by gift or by will or intestate succession to the legal representative, heir, beneficiary or any Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or Family Member(s), (ii) transfers or dispositions of the undersigned’s [Class A Common Stock] [Warrants] [Units] Shares or Related Securities to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by [the Sponsor] [certain officers undersigned or directors] [any Family Member, (iii) distributions of the undersigned’s Shares or Related Securities to partners, members, stockholders or other equityholders of the undersigned, provided that any such transfer or distribution shall not involve a disposition for value and (iv) the transfer of Shares or Related Securities by operation of law, including pursuant to a domestic order or negotiated divorce settlement; provided, however, that in any such case, it shall be a condition to such transfer that: • each transferee or distributee executes and delivers to the Representatives an officer agreement in form and substance satisfactory to the Representatives stating that such transferee or director] distributee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee or distributee had been an original signatory hereto), and • prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer. Furthermore, notwithstanding the restrictions imposed by this letter agreement, the undersigned may (i) exercise an option to purchase Shares granted under any equity incentive plan or stock purchase plan of the Company, existing as of the date hereof and described in the Prospectus, provided that the underlying Shares 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 and the entry into such plan is not publicly disclosed, including in any filings under the Exchange Act, during the Lock-up Period, (iii) subject to the restrictions set forth in the following paragraph, transfer or dispose of Shares acquired in the open market following the Offering, provided that no public disclosures or filing under the Exchange Act shall be required, or made voluntarily, or (iv) transfer Shares (A) to the Company 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 the Company’s equity incentive plans existing as of the date hereof and described in the Prospectus, (B) pursuant to a net exercise or cashless exercise by the undersigned of outstanding equity awards pursuant to the Company’s equity incentive plans existing as of the date hereof and described in the Prospectus, provided that any Shares acquired upon the net exercise or cashless exercise of equity awards described in this clause (B) shall be subject to the restrictions set forth in this letter agreement, or (C) pursuant to a bona fide third-party tender offer for all outstanding 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 the Company (including, without limitation, the entering into any lock-up, voting or similar agreement pursuant to which he undersigned may agree to transfer, sell, tender or otherwise dispose of common stock or other such securities in connection with such transaction, or vote any common stock 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; provided that, in the case of a transfer pursuant to clause (A) or (B) above, if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of Shares during the Lock-up Period, the undersigned shall include a statement in such report to the effect that the purpose of such transfer was to cover tax obligations of the undersigned in connection with such exercise. The [waiver] [release] 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 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 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 Shares. The undersigned will take effect 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 [Date]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 Representatives. 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, 2018 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 Firm Shares, 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 securities may undersigned shall automatically be sold on or after such datereleased from the obligations under this letter agreement. This press release is not an offer for sale Signature Printed Name of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.Person Signing
Appears in 1 contract
Samples: Underwriting Agreement (Pieris Pharmaceuticals, Inc.)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings understandings, and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 99 hereof, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section Sections 8 and Section 9 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs affairs, and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus General Disclosure Package and the IPO Prospectus (and any amendments and supplements to the foregoing)thereto) and any Issuer Free Writing Prospectus, as contemplated required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPDYNEX CAPITAL, INC. By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Executive Vice President, Chief Operating Officer and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative in New YorkSan Francisco, New York California as of the date first above written. XXXXXXXXX JMP SECURITIES LLC Acting individually By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director For itself and as Representative of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: Name: Title: Schedule A attached hereto. SCHEDULE A LIST OF THE UNDERWRITERS Underwriters Total Number of Firm Securities Common Shares to be Purchased JMP Securities LLC 5,400,000 Sterne, Agee & Xxxxx, Inc. 600,000 Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.6,000,000 SCHEDULE B
Appears in 1 contract
Samples: Up Agreement (Dynex Capital Inc)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 and Section 9 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS HEALTHWELL ACQUISITION CORP. I By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer 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 By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director For itself and as Representative of the other several Underwriters named in the attached listed on Schedule X. XXXXXXXXX LLC By: Name: Title: A hereto. Schedule A Underwriters Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Jefferies 25,000,000 28,750,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion Time of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.Delivery Information
Appears in 1 contract
Samples: Underwriting Agreement (Healthwell Acquisition Corp. I)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPEPIZYME, INC. By: /s/ Xxxxxx X Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer 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: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: US Head of Equity Syndicate Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Xxxxxxxxx LLC 8,333,334 Total 8,333,334 Schedule B Free Writing Prospectuses Included in the Time of Sale Prospectus None Schedule C Pricing Information Included in the Time of Sale Prospectus Price per Share to the Public: $ 9.00 Number of Offered Securities to be Purchased if Maximum Firm Shares: 8,333,334 Number of Optional Securities are Purchased Column A-1 Units to be Sold to Shares: 1,250,000 Exhibit A Form of Lock-up Agreement Epizyme, Inc. Public Offering of Common Stock [ ], 2018 Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor As Representative of the several Underwriters c/x Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), among Epizyme, Inc., a Delaware corporation (the “Company”), and you as representative (the “Representative”) of a group of underwriters (the “Underwriters”) named therein, relating to an underwritten public offering of Common Stock, $10.00 0.0001 par value per unit plus an additional 1,500,000 units if share (the underwriters exercise their over-allotment option “Common Stock”), of the Company (the “Offering”). In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representative, offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in full. The underwriting discounts and commissions shall be $0.55 per unitthe disposition (whether by actual disposition or 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, including $0.35 per unit the filing (or participation in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion filing) of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed (other than a registration statement on Form S-8) with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. Commission (the “CompanySEC”) announced today that Xxxxxxxxx LLCin respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the sole book-running manager and representative meaning of Section 16 of the underwriters in Securities Exchange Act of 1934, as amended (the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date]“Exchange Act”), and the rules and regulations of the SEC promulgated thereunder with respect to, any shares of capital stock of the Company or any securities may be sold on convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period from the date hereof until 60 days after such datethe date of the Underwriting Agreement. This press release is The provisions of the immediately preceding paragraph shall not an offer for apply to or prohibit any of the following: (i) the sale of shares of Common Stock by the undersigned to the Underwriters pursuant to the Underwriting Agreement; (ii) transfers of shares of capital stock of the Company or any securities in the United States convertible into, or in any other jurisdiction where exercisable or exchangeable for such offer is prohibited, and such securities may not be offered capital stock as a bona fide gift or sold in the United States absent registration gifts; (iii) transfers or an exemption from registration under the U.S. Securities Act dispositions of 1933, as amended.shares of capital stock of the
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 Section 9 and the contribution provisions of Section 9Section 10, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 Section 9 and Section 9 Section 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, ABEONA THERAPEUTICS ACQUISITION CORPINC. By: /s/ Sxxxxx X. Xxxxxxxxx Name: Sxxxxx X. Xxxxxxxxx Title: 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 JEFFERIES LLC Acting individually and as Representative of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC A. By: /s/ Real Lxxxxxx Name: Real Lxxxxxx Title: Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Jxxxxxxxx LLC 2,500,000 RBC Capital Markets, LLC 875,000 Cantor Fxxxxxxxxx & Co. 875,000 FBR Capital Markets & Co. 187,000 H.X. Xxxxxxxxxx & Co., LLC 187,000 JonesTrading Institutional Services LLC 187,000 Maxim Group LLC 187,000 Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 5,000,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses Included in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion Time of Sale Prospectus None. Exhibit A Form of Opinion of Company Counsel [Omitted] Exhibit B EXHIBIT B Form of Opinion of Fxxxx & Lxxxxxx LLP [Omitted] Exhibit C Form of Lock-up Agreement [Date] Jxxxxxxxx LLC As Representative of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Several Underwriters c/o Jefferies LLC, 000 LLC 500 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release 00000 RE: Abeona Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. Inc. (the “Company”) announced today that Xxxxxxxxx LLCLadies & Gentlemen: The undersigned is an owner of shares of common stock, par value $0.01 per share, of the sole book-running manager and Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Jxxxxxxxx LLC (“Jefferies”) 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 Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Company’s [Class Offering. Annex A Common Stock] [Warrants] [Units] held by [sets forth definitions for capitalized terms used in this letter agreement that are not defined in the Sponsor] [certain officers or directors] [an officer or director] body of this agreement. Those definitions are a part of this agreement. In consideration of the Companyforegoing, 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 Jefferies, which may withhold its consent in its sole discretion: · Sell or Offer to Sell any 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, · make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or · publicly announce any intention to do any of the foregoing. The [waiver] [release] foregoing will take effect on [Date]not apply to the registration of the offer and sale of the Shares, and the securities may be sold on or after such date. This press release is not an offer for sale of the securities Shares to the underwriters, in each case as contemplated by the United States Underwriting Agreement. In addition, the foregoing restrictions shall not apply to the transfer of Shares or Related Securities by gift, or by will or intestate succession to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member; provided, however, that in any such case, it shall be a condition to such transfer that: · each transferee executes and delivers to Jefferies an agreement in form and substance satisfactory to Jefferies stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such Shares and/or Related Securities, engage in any Swap or engage in any other jurisdiction where activities restricted under this letter agreement except in accordance with this letter agreement (as if such offer is prohibitedtransferee had been an original signatory hereto), and · prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such securities may not be offered 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 Shares or sold Related Securities held by the undersigned and the undersigned's Family Members, if any, except in compliance with the United States absent foregoing restrictions. With respect to the Offering only, the undersigned waives any registration or an exemption from rights relating to registration under the U.S. Securities Act of 1933the 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. 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 Shares. 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. This Agreement shall lapse and become null and void if the Offering shall not have occurred on or before the earliest of (i) such time as Jefferies advises the Company in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Offering, (ii) such time as the Company advises Jefferies in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Offering, (iii) a public announcement is made by the Company or Jefferies, prior to the execution of the Underwriting Agreement, stating that it has or they have, as amended.applicable, determined not to proceed with the Offering; (iv) termination of the Underwriting Agreement; or (v) December 31, 2017, in the event the Underwriting Agreement has not been executed by that date (provided, however, that the Company may extend such date by up to three months with written notice to the undersigned prior thereto). Signature Printed Name of Person Signing (Indicate capacity of person signing if signing as custodian or trustee, or on behalf of an entity)
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPONCORUS, INC. By: Name: Title: 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. XXXXX XXXXXXX & CO. Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: Name: Xxxxxx Xxxxx Title: Managing Director EVERCORE GROUP L.L.C. By: Name: Xxxxx Xxxxxxx Title: Senior Managing Director XXXXX XXXXXXX & CO. By: Name: Xxx Xxxxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Xxxxxxxxx LLC [•] Evercore Group L.L.C. [•] Xxxxx Xxxxxxx & Co. [•] Total [•] Schedule B Free Writing Prospectuses Included in the Time of Sale Prospectus [to be added] Schedule C Pricing Information Number of Offered Securities Firm Shares: [•] Price per Share to the public: $[•] Number of Optional Shares: [•] Schedule D Permitted Section 5(d) Communications [to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public added] Exhibit A Form of Lock-up Agreement _________________, 2021 Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx Evercore Group L.L.C. Xxxxx Xxxxxxx & Co. c/o Jefferies LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. 00000 and c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 and c/o Xxxxx Xxxxxxx & Co. U.S. Bancorp Center 000 Xxxxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 RE: Oncorus, Inc. (the “Company”) announced today that Ladies & Gentlemen: The undersigned is an owner of shares of common stock, par value $0.0001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxxxxx LLCLLC (“Jefferies”), Evercore Group L.L.C. (“Evercore”) and Xxxxx Xxxxxxx & Co. (“Piper” and, together with Jefferies and Evercore, the sole book-running manager and representative “Underwriters”) will act as underwriters. The undersigned recognizes that the Offering will benefit each of the underwriters 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 Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Company’s [Class Offering. Annex A Common Stock] [Warrants] [Units] held by [sets forth definitions for capitalized terms used in this letter agreement that are not defined in the Sponsor] [certain officers or directors] [an officer or director] body of this letter agreement. Those definitions are a part of this letter agreement. In consideration of the Companyforegoing, 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 use reasonable best efforts to cause any Family Member not to), subject to the exceptions set forth in this letter agreement, without the prior written consent of the Underwriters, which may withhold their consent in their sole discretion: • Sell or Offer to Sell any 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, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The [waiver] [release] foregoing restrictions will take effect on [Date]not apply to the registration of the offer and sale of the Shares, and the securities may be sold on or after such date. This press release is not an offer for sale of the securities Shares to the Underwriters, in each case as contemplated by the United States or in any other jurisdiction where such offer is prohibitedUnderwriting Agreement. In addition, and such securities may the foregoing restrictions shall not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.apply to:
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 and Section 9 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORP. MGIC INVESTMENT CORPORATION By: /s/ J. Mxxxxxx Xxxxx Name: J. Mxxxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer 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 BANC OF AMERICA SECURITIES LLC Acting individually and as Representative of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC A. By: Name: Title: Schedule A Underwriters Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended./s/ Txxxxx Xxxxxxxx Managing Director
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPBELLICUM PHARMACEUTICALS, INC. By: /s/ Xxxxxxx X. Fair Name: Xxxxxxx X. Fair Title: President and Chief Executive Officer 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 XXXXX FARGO SECURITIES, LLC Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director XXXXX FARGO SECURITIES, LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Director Schedule A Underwriters Total Number of Firm Securities Offered Preferred Shares and Offered Warrants to be Purchased Total Number of Offered Securities to Shares of Common Stock that May be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public by the Offered Warrants Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx 402,500 40,250,000 Xxxxx Fargo Securities, LLC Investor Subtotal 138,000 13,800,000 Ladenburg Xxxxxxxx & Co. Inc. 34,500 3,450,000 Total 10,000,000 11,500,000 575,000 57,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses Included in the aggregate payable Time of Sale Prospectus ● The Pricing Term Sheet substantially in the form of Schedule C. Schedule C Form of Pricing Term Sheet Issuer Free Writing Prospectus dated August 16, 2019 Filed Pursuant to Rule 433 of the Securities Act of 1933 Registration Statement No. 333-232771 Relating to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination Preliminary Prospectus Supplement Dated August 16, 2019 Pricing Term Sheet Bellicum Pharmaceuticals, Inc. $57,500,000 Series 1 Redeemable Convertible Non-Voting Preferred Stock Warrants The information in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buythis pricing term sheet supplements Bellicum Pharmaceuticals, nor shall there be any sale of the securities in any state or jurisdiction in which such offerInc.’s preliminary prospectus supplement, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLCdated August 16, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. 2019 (the “CompanyPreliminary Prospectus Supplement”) announced today that ), and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. Terms used, but not defined, in this pricing term sheet have the respective meanings set forth in the Preliminary Prospectus Supplement. As used in this pricing term sheet, “we,” “our” and “us” refer to Bellicum Pharmaceuticals, Inc. and not to its subsidiaries. Issuer Bellicum Pharmaceuticals, Inc. Book-running Managers Xxxxxxxxx LLC, Xxxxx Fargo Securities Co-Manager Ladenburg Xxxxxxxx Pricing Date August 16, 2019 Settlement Date August 21, 2019 Securities offered by us 575,000 shares of Series 1 Redeemable Convertible Non-Voting Preferred Stock (the sole book-running manager “Series 1 preferred stock”) and representative warrants to purchase up to 57,500,000 shares of the underwriters common stock or, in the Company’s recent public sale of Unitscertain circumstances, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amendedpreferred stock.
Appears in 1 contract
Samples: Underwriting Agreement (Bellicum Pharmaceuticals, Inc)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus General Disclosure Package, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPAEGERION PHARMACEUTICALS, INC. By: Name[Title] [SELLING STOCKHOLDERS] By: Title: (Attorney-in-fact) 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 & COMPANY, INC. DEUTSCHE BANK SECURITIES INC. Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. A. By XXXXXXXXX LLC & COMPANY, INC. By: NameBy DEUTSCHE BANK SECURITIES INC. By: TitleBy: Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Xxxxxxxxx & Company, Inc. [ ] Deutsche Bank Securities Inc. [ ] Leerink Xxxxx LLC [ ] Xxxxxxx & Company, LLC [ ] Xxxxxxx Xxxxxxx LLC [ ] Total [ ] Schedule B Selling Stockholder Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units Firm Shares to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units Maximum Number of Optional Shares to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Index Venture Associates III Limited [address] Attention: [ ] [ ] [ ] Advent International Corporation [address] Attention: [ ] [ ] [ ] Total: [ ] [ ] Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit C Free Writing Prospectuses Included in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust AgreementGeneral Disclosure Package EXHIBIT X-0 XXXXXXX X-0 XXXXXXX B XXXXXXX X XXXXXXX X EXHIBIT E LOCK-UP AGREEMENTS Xxxx X. Beer Xxxxxxx X. Xxxxx Xxxxxxxxx X. Xxxxxxxxxx Xxxx X. Xxxxx Xxxx X. Xxxxxxxxxxx Xxxxxx X. Xxxxxx Xxxxx X. Xxxxxxx, Ph.D., X.X.Xx. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligationsXxxxx X. Xxxxxx Xxxxxx Xxxxx Xxx X. Xxxxx, Ph.D. Xxxxxxx X. Xxxxx Xx., M.D., D.Phil. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx XxxxM.D. Alta BioPharma Partners III, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.L.P.
Appears in 1 contract
Samples: Underwriting Agreement (Aegerion Pharmaceuticals, Inc.)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPARMO BIOSCIENCES, INC. By: Name: Xxxxx Van Vlasselaer Title: Chief Executive Officer 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 Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: Name: Title: LEERINK PARTNERS LLC By: Name: Title: Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Xxxxxxxxx LLC [•] Leerink Partners LLC [•] BMO Capital Markets Corp. [•] Total [•] Schedule B Free Writing Prospectuses Included in the Time of Sale Prospectus [•] Pricing Information Included in the Time of Sale Prospectus Price per share to the public: $ [ •] Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified shares being sold by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable Company: [ •] Number of shares potentially issuable pursuant to the Underwriters for deferred underwriting commissions option to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. purchase additional shares: [ •] Schedule C Permitted Section 5(d) Communications · [ [•] Exhibit A Form of Press Release Therapeutics Acquisition Corp. Lock-up Agreement [Date•] Therapeutics Acquisition Corp. Xxxxxxxxx LLC Leerink Partners LLC As Representatives of the Several Underwriters c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Leerink Partners LLC 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 RE: ARMO BioSciences, Inc. (the “Company”) announced today that Xxxxxxxxx LLCLadies & Gentlemen: The undersigned is an owner of shares of common stock, the sole book-running manager and representative par value $0.0001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxxxxx LLC and Leerink Partners LLC will act as the representatives (the “Representatives”) 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 Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Company’s [Class Offering. Annex A Common Stock] [Warrants] [Units] held by [sets forth definitions for capitalized terms used in this letter agreement that are not defined in the Sponsor] [certain officers or directors] [an officer or director] body of this agreement. Those definitions are a part of this agreement. In consideration of the Company. The [waiver] [release] will take effect on [Date]foregoing, and for other good and valuable consideration, the securities may be sold on or after such date. This press release is receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period, the undersigned will not an offer for sale (and will cause any Family Member not to), without the prior written consent of the securities Representatives, which may withhold their consent in their sole discretion: • Sell or Offer to Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the United States Exchange Act) by the undersigned or in such Family Member, • enter into any other jurisdiction where such offer is prohibitedSwap, and such securities may not be offered • make any demand for, or sold in exercise any right with respect to, the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933the offer and sale of any Shares or Related Securities, as amended.or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The foregoing will not apply to
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument; facsimile or other electronically scanned and transmitted signatures shall be deemed originals for all purposes of this Agreement. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORP. Prolor Biotech, Inc. By: /s/ Sxxx Xxxxx Name: Sxxx Xxxxx Title: President 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 JEFFERIES & COMPANY, INC. Acting individually and as Representative of the several Underwriters named in the attached Schedule X. A. XXXXXXXXX LLC & COMPANY, INC. By: /s/ Kxxxx X. Xxxxxxxx Name: Kxxxx X. Xxxxxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Jefferies & Company, Inc. 3,575,000 Ladenberg Txxxxxx Financial Services 1,950,000 Oxxxxxxxxxx & Co. Inc. 975,000 Total Number 6,500,000 Exhibit A Form of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule Opinion of Company Counsel [Circulated separately] Exhibit B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their overForm of Opinion of Pxxxx Xxxxx Zedek Lxxxxx, LLP [Circulated separately] Exhibit C Form of Lock-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unitup Agreement May , including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion 2012 Jefferies & Company, Inc. As Representative of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buySeveral Underwriters c/o Jefferies & Company, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Inc. 500 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. 00000 RE: Prolor Biotech, Inc. (the “Company”) announced today that Xxxxxxxxx LLCLadies & Gentlemen: The undersigned is an owner of shares of common stock, the sole book-running manager and representative par value $.001 per share, of the underwriters Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Jefferies & Company, Inc. (“Jefferies”) will act as the representatives of the underwriters. The undersigned recognizes that the Offering will benefit each of the Company and the undersigned. The undersigned acknowledges that you are relying on the representations and agreements of the undersigned contained in this letter agreement in conducting the Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Company’s [Class Offering. Annex A Common Stock] [Warrants] [Units] held sets forth definitions for capitalized terms used in this letter agreement that are not defined in the body of this agreement. Those definitions are a part of this 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 Jefferies, which may withhold its consent in its sole discretion: · Sell or Offer to Sell any 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 Sponsor] [certain officers undersigned or directors] [such Family Member, · enter into any Swap, · make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or · publicly announce any intention to do any of the foregoing. In addition, the foregoing restrictions shall not apply to the transfer of Shares or Related Securities by gift, or by will or intestate succession to a Family Member or to a trust whose beneficiaries consist, or to an entity the equity owners of which consist, exclusively of one or more of the undersigned and/or a Family Member; provided, however, that in any such case, it shall be a condition to such transfer that: · each transferee executes and delivers to Jefferies an agreement in form and substance satisfactory to Jefferies stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee had been an original signatory hereto), and · prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer. The undersigned acknowledges and agrees that written notice by Jefferies to the Company of any extension of the 90-day initial lock-up period will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this letter agreement during the period from the date of this letter agreement through the close of trading on the date that is the 34th day following the expiration of the 90-day initial lock-up period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take any such action unless the undersigned has received written confirmation from the Company that the Lock-Up Period has expired. If the undersigned is an officer or director] director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Shares the undersigned may purchase or otherwise receive in the Offering (including pursuant to a directed share program). The [waiver] [release] will take effect on [Date]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 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 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 securities may be sold on stabilization or after such date. This press release is not an offer for manipulation of the price of any security of the Company to facilitate the sale of the securities in the United States or in any other jurisdiction where such offer is prohibitedShares. The undersigned will not, and will cause any Family Member not to take, directly or indirectly, any such securities may 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 offered made pursuant to the Underwriting Agreement, the terms of which are subject to negotiation between the Company and you. 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. ______________________________________ Signature ______________________________________ Printed Name of Person Signing (Indicate capacity of person signing if signing as custodian or sold in the United States absent registration trustee, or on behalf of an exemption from registration under the U.S. Securities Act of 1933, as amended.entity)
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORP. ICAHN ENTERPRISES L.P. By: Icahn Enterprises G.P. Inc., its general partner By: /s/ SxxxXxxx Xxx Name: SxxxXxxx Xxx Title: CFO 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 CREDIT SUISSE SECURITIES (USA) LLC UBS SECURITIES LLC JXXXXXXXX LLC Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. A. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Exxxx Van Der Voort Name: Exxxx Van Der Voort Title: Managing Director The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives in New York, New York as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC UBS SECURITIES LLC JXXXXXXXX LLC Acting individually and as Representatives of the several Underwriters named in the attached Schedule A. UBS SECURITIES LLC By: /s/ Jxxx Stakes Name: Jxxx Stakes Title: Associate Director By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Director The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives in New York, New York as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC UBS SECURITIES LLC JXXXXXXXX LLC Acting individually and as Representatives of the several Underwriters named in the attached Schedule A. XXXXXXXXX LLC By: /s/ Axxxxx X. Xxx Name: Axxxxx X. Xxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities Depositary Units to be Purchased Credit Suisse Securities (USA) LLC 312,000 UBS Securities LLC 292,000 Jxxxxxxxx LLC 288,000 Citigroup Global Markets Inc. 288,000 Kxxxx, Bxxxxxxx & Wxxxx, Inc. 160,000 Oxxxxxxxxxx & Co. Inc. 112,000 Wxxxxxxxxx Securities, Inc. 100,000 KeyBanc Capital Markets Inc. 48,000 Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 1,600,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.B
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPOPTINOSE, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Executive Officer 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 CREDIT SUISSE SECURITIES (USA) LLC Acting individually and as Representative of the several Underwriters named in the attached Schedule X. XXXXXXXXX A. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director, ECM Schedule A Underwriters Total Number ofFirm Sharesto be Purchased Maximum Number of Firm Securities to Optional Sharesto be Purchased Total Credit Suisse Securities (USA) LLC ....................................... 6,000,000 900,000 Total........................................................ 6,000,000 900,000 Schedule B Free Writing Prospectuses Included in the Time of Sale Prospectus None. Pricing Information Included in the Time of Sale Prospectus Price per share to the public: $5.85 Number of Offered Securities shares being sold by the Company: 6,000,000 Number of shares potentially issuable pursuantto the option to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an purchase additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. shares: 900,000 Schedule C Permitted Section 5(d) Communications · [ ] None. Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. Lock-up Agreement August 13, 2020 Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 RE: OptiNose, Inc. (the “Company”) announced today that Xxxxxxxxx LLCLadies & Gentlemen: The undersigned is an owner of shares of common stock, the sole book-running manager and representative par value $0.001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares to be sold by the Company (the “Offering”) for which Credit Suisse Securities (USA) LLC will act as representative (“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 Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction Offering and entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the CompanyOffering. 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, 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 the Representative, which consent may be withheld in its discretion: • Sell or Offer to Sell any 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, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The foregoing will not apply to the registration of the offer and 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 restrictions shall not apply to (i) sales of Shares acquired in the Offering or after the completion of the Offering; provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with such sales during the Lock-Up Period; (ii) the transfer of Shares or Related Securities by gift, (iii) the transfer of Shares or Related Securities by will or intestate succession to the legal representative, heir or beneficiary of the undersigned, (iv) the transfer of Shares or Related Securities to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a member of the undersigned’s [Class A Common Stock] [Warrants] [Units] Immediate Family, (v) transfers or dispositions of the undersigned’s Shares or Related Securities to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by [the Sponsor] [certain officers undersigned or directors] [any Family Member, (vi) distributions of Shares or Related Securities including shares beneficially owned by the undersigned to limited partners, general partners, members, stockholders or other equityholders or affiliates of the undersigned, (vii) by operation of law, including pursuant to a domestic order or negotiated divorce settlement or (viii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, the transfer of Shares or Related Securities to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act) of the undersigned or to any investment fund or other entity controlled or managed by, or under common control or management as, the undersigned, provided that any such transfer or distribution set forth in (ii) through (v) and (vii) above shall not involve a disposition for value; provided, however, that: • in any such case set forth in (ii) through (v) and (vii) above, it shall be a condition to such transfer that each transferee executes and delivers to the Representative an officer agreement in form and substance satisfactory to the Representative stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or director] Offer to Sell such Shares and/or Related Securities, engage in any Swap or engage in any other activities restricted under this letter agreement during the Lock-Up Period except in accordance with this letter agreement (as if such transferee had been an original signatory hereto), and • in any such case set forth in (ii) through (vii) above, it shall be a condition to such transfer that prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares or Related Securities in connection with such transfer, unless, in the case of a distribution excepted pursuant to clause (vi) above, such filing indicates in the footnotes thereto that the filing relates to a distribution to limited partners, general partners, members, shareholders or other equityholders or affiliates of the undersigned, as applicable, and that no Shares were sold to the public by the reporting person. For the avoidance of doubt, transferees receiving Shares pursuant to (vi) above shall not be subject to the provision of this letter agreement unless such transferee is already a party to this letter agreement, in which case the Shares received pursuant to (vi) above will be subject to the provisions of this letter agreement. Furthermore, notwithstanding the restrictions imposed by this letter agreement, the undersigned may (i) exercise an option to purchase Shares granted under any equity incentive plan or purchase shares under any stock purchase plan of the Company, each existing as of the date of the Prospectus and described or incorporated by reference in the Prospectus, provided that the Shares issued upon such exercise or purchase 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 and the entry into such plan is not publicly disclosed, including in any filing under the Exchange Act, during the Lock-up Period or (iii) Sell or transfer Shares or Related Securities (A) to satisfy tax withholding obligations of the undersigned in connection with the vesting or exercise of equity awards by the undersigned pursuant to the Company’s equity incentive plan existing as of the date of the Prospectus and described or incorporated by reference in the Prospectus, (B) pursuant to a net exercise or cashless exercise (to satisfy exercise price or related withholding obligations) by the undersigned of outstanding equity awards pursuant to the Company’s equity incentive plan existing as of the date of the Prospectus and described or incorporated by reference in the Prospectus, provided that any Shares acquired upon the net exercise or cashless exercise of equity awards described in this clause (B) shall be subject to the restrictions set forth in this letter agreement, (C) pursuant to a bona fide third-party tender offer for all outstanding 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 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 common stock or other such securities in connection with such transaction, or vote any common stock or other such securities in favor of any 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, (D) that may be deemed to have occurred as a result of the exercise of warrants, provided that the restrictions set forth in this letter agreement shall apply to any of the undersigned’s Shares or Related Securities issued upon such exercise, or (E) covered by trading plans adopted pursuant to Rule 10b5-1 under the Exchange Act, copies of which have been provided to the Representative; provided that, in the case of a transfer pursuant to clause (A) or (B) above, if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of Shares during the Lock-up Period, the undersigned shall include a statement in such report to the effect that the purpose of such transfer was to cover tax obligations of the undersigned in connection with such exercise. The [waiver] [release] will take effect on [Date]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 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 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 securities may be sold on stabilization or after such date. This press release is not an offer for manipulation of the price of any security of the Company to facilitate the sale of the securities in the United States or in any other jurisdiction where such offer is prohibitedShares. The undersigned will not, and will cause any Family Member not to take, directly or indirectly, any such securities may 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 offered made pursuant to the Underwriting Agreement, the terms of which are subject to negotiation between the Company, certain stockholders of 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 31, 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 sold thereunder or (c) the Company notifies the underwriters in writing that it does not intend to proceed with the United States absent registration Offering, then this letter agreement shall terminate and the undersigned shall be released from all obligations hereunder upon the earliest to occur of the events specified above. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York. [signature page follows] Very truly yours, ________________________________________ Name of Security Holder (Print exact name) By:________________________________________ Signature If not signing in an individual capacity: ________________________________________ Name of Authorized Signatory (Print) ________________________________________ Title of Authorized Signatory (Print) (indicate capacity of person signing if signing as custodian, trustee, or on behalf of an exemption from registration under the U.S. Securities Act of 1933, as amended.entity)
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 and Section 9 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS HELIX ACQUISITION CORP. By: Name: Title: 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 Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal 10,000,000 11,500,000 Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Helix Acquisition Corp. priced 10,000,000 units ordinary shares at $10.00 per unit share plus an additional 1,500,000 units ordinary shares if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unitshare, including $0.35 per unit share in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units ordinary shares will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.C
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 Section 9 and the contribution provisions of Section 9Section 10, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 Section 9 and Section 9 Section 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPXXXXXX PHARMACEUTICALS HOLDINGS, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer 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 JEFFERIES LLC Acting individually By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director For itself and as Representative of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: Name: Title: A hereto [Signature Page to Underwriting Agreement] Schedule A Underwriters Total Number of Firm Securities to ofFirm Sharesto be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx 2,941,000 X.X. Xxxxxxxxxx & Co., LLC Investor Subtotal 692,000 Xxxxxxxxxxx & Co., Inc. 692,000 Total 10,000,000 11,500,000 4,325,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses Included in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion Time of the initial Business Combination in accordance with the Trust AgreementSale Prospectus None. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] s Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. Lock-up Agreement , 2024 Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx New York, New York 10022 As Representative of the Underwriters RE: Xxxxxx Pharmaceuticals Holdings, Inc. (the “Company”) announced today that Ladies & Gentlemen: The undersigned is an officer or director of the Company or a record or beneficial owner of shares of common stock, par value $0.0001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxxxxx LLC, LLC (“Jefferies”) will act as the sole book-running manager and 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 Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Company’s [Class Offering. Annex A Common Stock] [Warrants] [Units] held by [sets forth definitions for capitalized terms used in this letter agreement that are not defined in the Sponsor] [certain officers or directors] [an officer or director] body of this agreement. Those definitions are a part of this agreement. In consideration of the Companyforegoing, 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 Jefferies, which may withhold their consent in their sole discretion: • Sell or Offer to Sell any 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, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The [waiver] [release] foregoing will take effect on [Date]not apply to the registration of the offer and sale of the Shares, and the securities may be sold on or after such date. This press release is not an offer for sale of the securities Shares to the underwriters, in each case as contemplated by the United States Underwriting Agreement. In addition, the foregoing will not apply to (i) sales or transfers of Shares solely in connection with the “cashless” exercise of Company stock options outstanding on the date hereof for the purpose of exercising such stock options (provided that in connection therewith Shares are not sold into the public market by a facilitating broker-dealer or otherwise and provided that any remaining Shares received upon such exercise will be subject to the terms hereof), (ii) the disposition of Shares to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due, (iii) distributions of Shares or Related Securities to general or limited partners, members, shareholders, affiliates or wholly owned subsidiaries of the undersigned or any investment fund or other entity controlled or managed by the undersigned, (iv) transfers or dispositions of Shares or Related Securities 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 Family Member of the undersigned in a transaction not involving a disposition for value, (v) transfers to the Company of Shares or any Related Security in connection with (A) termination of employment or other termination of a service provider and pursuant to agreements wherein the Company has the option to repurchase such Shares or Related Securities, or (B) agreements wherein the Company has a right of first refusal with respect to transfers of such Shares, (vi) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act provided that no sales of the undersigned’s Shares or Related Securities shall be made pursuant to such a Plan prior to the expiration of the Lock-up Period, (vii) the transfer of Shares or Related Securities by gift or intestate succession to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member and (viii) Shares or Related Securities to be transferred as a gift or gifts or charitable contributions; and provided, however, that (A) in any such case, it shall be a condition to a transfer pursuant to subparagraphs (iii), (iv), (vii) and (viii) that each transferee executes and delivers to Jefferies an agreement in form and substance satisfactory to Jefferies stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such Shares and/or Related Securities, engage in any Swap or engage in any other jurisdiction where activities restricted under this letter agreement except in accordance with this letter agreement (as if such offer is prohibitedtransferee had been an original signatory hereto), and (B) in any such securities case it shall be a condition to a transfer that prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares or Related Securities in connection with such transfer. The undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Shares the undersigned may not be offered purchase or sold otherwise receive in the United States absent Offering (including pursuant to a directed share program). 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 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 or an exemption from rights relating to registration under the U.S. Securities Act of 1933the 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. 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 Shares. The undersigned will not, and will cause any Family Member not to take, directly or indirectly, any such action. The undersigned acknowledges and agrees that the underwriters have not provided any recommendation or investment advice nor have the underwriters solicited any action from the undersigned with respect to the Offering and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. Whether or not the Offering occurs as amended.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. Signature Printed Name of Person Signing (Indicate capacity of person signing if signing as custodian or trustee, or on behalf of an entity)
Appears in 1 contract
Samples: Underwriting Agreement (Corbus Pharmaceuticals Holdings, Inc.)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 and Section 9 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORP. OMEGA ALPHA SPAC By: /s/ Mxxxxxxx Xxxx Name: Mxxxxxxx Xxxx Title: President 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 JXXXXXXXX LLC Acting individually MXXXXX SXXXXXX & CO. LLC For themselves and as Representative Representatives of the several Underwriters named in the attached Schedule X. A. XXXXXXXXX LLC By: /s/ Txxx Xxxxxx Name: Txxx Xxxxxx Title: Managing Director MXXXXX SXXXXXX & CO. LLC By: /s/ Cxxxxx X. Xxxxx Name: Cxxxxx X. Xxxxx Title: Vice President Schedule A Underwriters Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx Jxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx 6,600,000 7,590,000 Mxxxxx Sxxxxxx & Co. LLC Investor Subtotal 5,400,000 6,210,000 Total 10,000,000 11,500,000 12,000,000 13,800,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. Omega Alpha SPAC priced 10,000,000 units 12,000,000 ordinary shares at $10.00 per unit share plus an additional 1,500,000 units 1,800,000 ordinary shares if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unitshare, including $0.35 per unit share in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units ordinary shares will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 500 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and Mxxxxx Sxxxxxx & Co. LLC, 1000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.C
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPAQUINOX PHARMACEUTICALS, INC. By: Name: Title: 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 JEFFERIES LLC XXXXX AND COMPANY, LLC Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: Name: Title: XXXXX AND COMPANY, LLC By: Name: Title: Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx [—] Xxxxx and Company, LLC Investor Subtotal [—] Canaccord Genuity Inc. [—] Total 10,000,000 11,500,000 [—] Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses Included in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion Time of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Sale Prospectus Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.A
Appears in 1 contract
Samples: Underwriting Agreement (Aquinox Pharmaceuticals, Inc)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPKEROS THERAPEUTICS, INC. By: Name: Xxxxxx Xxxxxx Title: Chief Executive Officer 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 LEERINK LLC XXXXX XXXXXXX & CO. Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: Name: Title: SVB LEERINK LLC By: Name: Title: XXXXX XXXXXXX & CO. By: Name: Title: Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx [ ] SVB Leerink LLC Investor Subtotal [ ] Xxxxx Xxxxxxx & Co. [ ] X.X. Xxxxxxxxxx & Co., LLC [ ] Total 10,000,000 11,500,000 [ ] Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses Included in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion Time of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Sale Prospectus [ ] Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. Lock-up Agreement [ ], 2020 Xxxxxxxxx LLC SVB Leerink LLC Xxxxx Xxxxxxx & Co. As Representatives of the Several Underwriters c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o SVB Leerink LLC Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 and c/o Xxxxx Xxxxxxx & Co. 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 RE: Keros Therapeutics, Inc. (the “Company”) announced today that Ladies & Gentlemen: The undersigned is an owner of shares of common stock, par value $0.0001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxxxxx LLC, SVB Leerink LLC and Xxxxx Xxxxxxx & Co. will act as the sole book-running manager and representative representatives of the underwriters (in such capacity, the Company’s recent public sale “Representatives”). The undersigned recognizes that the Offering will benefit each of Unitsthe 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, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Company’s [Class Offering. Annex A Common Stock] [Warrants] [Units] held by [sets forth definitions for capitalized terms used in this letter agreement that are not defined in the Sponsor] [certain officers or directors] [an officer or director] body of this letter agreement. Those definitions are a part of this letter agreement. In consideration of the Companyforegoing, 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 use reasonable best efforts to cause any Family Member not to), subject to the exceptions set forth in this letter agreement, without the prior written consent of the Representatives, which may withhold their consent in their sole discretion: • Sell or Offer to Sell any 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, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The [waiver] [release] foregoing will take effect on [Date]not apply to the registration of the offer and sale of the Shares, and the securities may be sold on or after such date. This press release is not an offer for sale of the securities Shares to the underwriters, in each case as contemplated by the United States or in any other jurisdiction where such offer is prohibitedUnderwriting Agreement. In addition, and such securities may the foregoing restrictions shall not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.apply to:
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPSAVARA INC. By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: CFO 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: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Total Number of Offered Securities Pre- Funded Warrants to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units Number of Option Shares to be Sold to Public Purchased Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx 3,412,500 503,750 511,875 JMP Securities LLC Investor Subtotal 630,000 93,000 94,500 Canaccord Genuity Inc. 630,000 93,000 94,500 X.X. Xxxxxxxxxx & Co., LLC 315,000 46,500 47,250 Xxxx Capital Partners, LLC 262,500 38,750 39,375 Total 10,000,000 11,500,000 5,250,000 775,000 787,500 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at Free Writing Prospectuses Included in the Time of Sale Prospectus None. Schedule C Pricing Information Included in the Time of Sale Prospectus Price per share to the public: $10.00 7.85 Price per unit plus pre-funded warrant to the public $7.84 Shares offered: 5,250,000 shares Pre-funded warrants offered: 775,000 warrants Underwriters’ option to purchase additional shares: 787,500 additional shares Terms of pre-funded warrants Pre-funded warrants to purchase 775,000 shares of the issuer’s common stock are being offered to certain existing large investors in lieu of shares of common stock. Each pre-funded warrant will entitle the holder thereof to purchase one (1) share of the issuer’s common stock, will have an additional 1,500,000 units exercise price of $0.01 per share, will be exercisable upon issuance and will expire seven years from the date of issuance. In general, a holder will not have the right to exercise any portion of the pre-funded warrant if the underwriters exercise their over-allotment option holder (together with its affiliates) would beneficially own in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in excess of 9.99% of the aggregate payable number of shares of the issuer’s common stock outstanding immediately after giving effect to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination exercise, as such percentage ownership is determined in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale terms of the securities in any state or jurisdiction in which such offerpre-funded warrants. Exhibit A Form of Opinion of Company Counsel Exhibit B-1 Form of Opinion of Intellectual Property Counsel Exhibit B-2 Form of Opinion of Intellectual Property Counsel (Denmark) Exhibit D Form of Lock-up Agreement , solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies 2017 Xxxxxxxxx LLC As Representative of the prospectus related to the Offering may be obtained from Several Underwriters c/o Jefferies LLC, LLC 000 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. 00000 RE: Savara Inc. (the “Company”) announced today that Ladies & Gentlemen: The undersigned is an owner of shares of common stock, par value $.001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxxxxx LLC, LLC (“Jefferies”) will act as the sole book-running manager and 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 Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Company’s [Class Offering. Annex A Common Stock] [Warrants] [Units] held sets forth definitions for capitalized terms used in this letter agreement that are not defined in the body of this agreement. Those definitions are a part of this 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 Jefferies, which may withhold its consent in its sole discretion: • Sell or Offer to Sell any 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 Sponsor] [certain officers undersigned or directors] [such Family Member, • enter into any Swap, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an officer amendment or director] supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The foregoing will not apply to the registration of the offer and sale of the Shares, and the sale of the Shares to the underwriters, in each case as contemplated by the Underwriting Agreement. In addition, notwithstanding the foregoing, the undersigned may transfer any of the Shares or Related Securities (i) as a bona fide gift or gifts or charitable contribution(s), (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family member of the undersigned, (iii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act) of the undersigned or (2) as distributions of Shares or Related Securities to limited partners, limited liability company members or stockholders of the undersigned or holders of similar equity interests in the undersigned, (iv) if the undersigned is a trust, to the beneficiary of such trust, (v) by testate succession or intestate succession, (vi) to any immediate family member, any investment fund, family partnership, family limited liability company or other entity controlled or managed by the undersigned, (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), (viii) to the Company in a transaction exempt from Section 16(b) of the Exchange Act upon a vesting event of the Shares or Related Securities or upon the exercise of options or warrants to purchase Shares on a “cashless” or “net exercise” basis or to cover tax withholding obligations of the undersigned in connection with such vesting or exercise (but for the avoidance of doubt, excluding all manners of exercise that would involve a sale in the open market of any securities relating to such options or warrants, whether to cover the applicable aggregate exercise price, withholding tax obligations or otherwise), (ix) acquired by the undersigned in open market transactions after the date hereof, (x) pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction 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 such transaction is not completed, the Shares or Related Securities shall remain subject to the restrictions contained in this Agreement, or (xi) by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement or any other court order; provided, in the case of clauses (i)-(vii), that (A) such transfer shall not involve a disposition for value and (B) the transferee agrees in writing with the Company to be bound by the terms of this Agreement; and provided, further, in the case of clauses (i)-(ix), no public announcement or filing by any party under Section 16(a) of the Exchange Act or otherwise shall be required or shall be made voluntarily in connection with such transfer. In addition, the foregoing restrictions shall not apply to (i) the exercise of stock options granted pursuant to the Company’s equity incentive plans (but for the avoidance of doubt, excluding all manners of exercise that would involve a sale in the open market of any securities relating to such options, whether to cover the applicable aggregate exercise price, withholding tax obligations or otherwise); provided that the foregoing restrictions shall apply to any of the securities issued upon such exercise, (ii) conversion or exercise of warrants into Shares or into any other security convertible into or exercisable for Shares that are outstanding as of the date hereof (but for the avoidance of doubt, excluding all manners of conversion or exercise that would involve a sale in the open market of any securities relating to such warrants, whether to cover the applicable aggregate exercise price, withholding tax obligations or otherwise); provided that the foregoing restrictions shall apply to any of the Securities issued upon such conversion or exercise, or (iii) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act; provided that no sales of the Securities shall be made pursuant to such a Plan prior to the expiration of the applicable Lock-Up Period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Securities and Exchange Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the undersigned, the Company or any other person, prior to the expiration of the applicable Lock-Up Period; provided, further, in the case of clauses (i) - (ii) of this paragraph, no public announcement or filing by any party under Section 16(a) of the Exchange Act or otherwise shall be required or shall be made voluntarily in connection with such exercise or conversion. The [waiver] [release] will take effect on [Date]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 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 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 cause or result in the securities may stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Shares. The undersigned will not, and will cause any Family Member not to take 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 sold 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 or after the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This letter agreement will automatically terminate upon the earliest to occur, if any, of (a) the date the Company advises the Representative in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Offering, (b) the date of the termination of the Underwriting Agreement if prior to the closing of the Offering and (c) December 31, 2017 if the Underwriting Agreement has not been executed and delivered by the Company by such date. This press release is not an offer for sale letter agreement shall be governed by, and construed in accordance with, the laws of the securities State of New York. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in the United States an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) (indicate capacity of person signing if signing as custodian, trustee, or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or on behalf of an exemption from registration under the U.S. Securities Act of 1933, as amended.entity)
Appears in 1 contract
Samples: Savara Inc
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail for other transmission method as permitted by applicable law, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. A party’s electronic signature (complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) of this Agreement shall have the same validity and effect as a signature affixed by the party’s hand. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORP. STERLING BANCORP By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Senior Executive Vice President and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative Underwriters in New York, New York as of the date first above written. XXXXXXXXX LLC XXXXX XXXXXXX & CO. By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Managing Director Acting individually and as Representative a representative of the several Underwriters named in the attached Schedule X. XXXXXXXXX A hereto U.S. BANCORP INVESTMENTS, INC. By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Managing Director Acting individually and as a representatives of the several Underwriters named in the attached Schedule A hereto PNC CAPITAL MARKETS LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director Acting individually and as a representatives of the several Underwriters named in the attached Schedule A hereto Schedule A Underwriters Total Number Principal Amount of Firm Securities to be Purchased Xxxxx Xxxxxxx & Co. $ 112,500,000 U.S. Bancorp Investments, Inc. $ 78,750,000 PNC Capital Markets LLC $ 33,750,000 Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 $ 225,000,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.Free Writing Prospectuses
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPEPIZYME, INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer 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 CITIGROUP GLOBAL MARKETS INC. XXXXX AND COMPANY, 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 CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director XXXXX AND COMPANY, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Xxxxxxxxx LLC 3,450,000 Citigroup Global Markets Inc. 3,450,000 Xxxxx and Company, LLC 1,950,000 Wedbush Securities Inc. 800,000 X.X. Xxxxxxxxxx & Co., LLC 350,000 Total 10,000,000 Schedule B Free Writing Prospectuses Included in the Time of Sale Prospectus None Schedule C Pricing Information Included in the Time of Sale Prospectus Price per Common Share to the Public: $ 11.50 Number of Offered Securities Firm Shares: 10,000,000 Number of Optional Shares: 1,500,000 Concurrent Public Offering of Preferred Shares: Price per Preferred Share to the Public: $ 115.00 Number of Preferred Shares to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units Offered: 304,348 Number of Preferred Shares Subject to be Sold to Option: 45,652 Conversion Price of Preferred Shares: $ 11.50 Exhibit A Form of Lock-up Agreement Epizyme, Inc. Public Offering of Common Stock [__], 2019 Xxxxxxxxx LLC Public Subtotal Column A-2 Units Citigroup Global Markets Inc. Xxxxx and Company, LLC As Representatives of the several Underwriters c/o Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to be Sold you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), among Epizyme, Inc., a Delaware corporation (the “Company”), and you as representatives (the “Representatives”) of a group of underwriters (the “Underwriters”) named therein, relating to Investors Identified by Sponsor an underwritten public offering of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company (the “Offering”). In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if (“Jefferies”) or Citigroup Global Markets Inc. (“Citi”), offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the underwriters exercise their over-allotment option disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in full. The underwriting discounts and commissions shall be $0.55 per unitprivity with the undersigned or any affiliate of the undersigned), directly or indirectly, including $0.35 per unit the filing (or participation in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion filing) of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed (other than a registration statement on Form S-8) with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. Commission (the “CompanySEC”) announced today that Xxxxxxxxx LLCin respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the sole book-running manager and representative meaning of Section 16 of the underwriters in Securities Exchange Act of 1934, as amended (the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date]“Exchange Act”), and the securities may be sold on or after such date. This press release is not an offer for sale rules and regulations of the SEC promulgated thereunder with respect to, any shares of capital stock of the Company or any securities in convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period from the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in date hereof until 60 days after the United States absent registration or an exemption from registration under date of the U.S. Securities Act of 1933, as amendedUnderwriting Agreement.
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. A party’s electronic signature (complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) of this Agreement shall have the same validity and effect as a signature affixed by the party’s hand. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 and Section 9 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS EQ HEALTH ACQUISITION CORP. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: President and Chief Executive Officer 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: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx 12,434,760 14,299,974 BTIG LLC Investor Subtotal 6,695,640 7,699,986 Total 10,000,000 11,500,000 19,130,400 21,999,960 Schedule B TIME OF DELIVERY INFORMATION Therapeutics EQ Health Acquisition Corp. priced 10,000,000 19,130,400 units at $10.00 per unit plus an additional 1,500,000 2,869,560 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLCPre-Marketing Presentation, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amendeddated January 2021.
Appears in 1 contract
Samples: Underwriting Agreement (EQ Health Acquisition Corp.)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPC4 THERAPEUTICS, INC. By: Name: Xxxx Xxxxx Title: Chief Executive Officer 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. 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: Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Xxxxxxxxx LLC [●] Evercore Group L.L.C. [●] BMO Capital Markets Corp. [●] UBS Securities LLC [●] Total [●] Schedule B Free Writing Prospectuses Included in the Time of Sale Prospectus [to be added] Pricing Information Included in the Time of Sale Prospectus Price per share to the public: $ [ ●] Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified shares being sold by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable Company: [ ●] Number of shares potentially issuable pursuant to the Underwriters for deferred underwriting commissions option to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. purchase additional shares: [ ●] Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. Opinion of Company Counsel Exhibit B Form of Opinion of Xxxxxxx Strategies, LLC Exhibit C-1 Form of Lock-up Agreement [Date] Therapeutics Acquisition Corp. •], 2020 XXXXXXXXX LLC EVERCORE GROUP L.L.C. As Representatives of the Several Underwriters c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 RE: C4 Therapeutics, Inc. (the “Company”) announced today that Ladies & Gentlemen: The undersigned is an owner of shares of common stock of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxxxxx LLCLLC and Evercore Group L.L.C. (together, the sole book-running manager and representative “Representatives”) will act as the Representatives of the underwriters (collectively, 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 Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Company’s [Class Offering. Annex A Common Stock] [Warrants] [Units] held by [sets forth definitions for capitalized terms used in this letter agreement that are not defined in the Sponsor] [certain officers or directors] [an officer or director] body of this letter agreement. Those definitions are a part of this letter agreement. In consideration of the Companyforegoing, 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 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, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The [waiver] [release] foregoing will take effect on [Date]not apply to the registration of the offer and sale of the Shares, and the securities may be sold on or after such date. This press release is not an offer for sale of the securities Shares to the Underwriters, in each case as contemplated by the United States or in any other jurisdiction where such offer is prohibitedUnderwriting Agreement. In addition, and such securities may the foregoing restrictions shall not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.apply to:
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 and Section Sections 9 hereof hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus prospectus and the IPO Prospectus (and any amendments and supplements to the foregoingthereto), as contemplated required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPBIODEL INC. By: Name: Title: The Selling Shareholders named in Schedule I hereto, acting severally By: Attorney-in-Fact 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 Mxxxxx Sxxxxxx & Co. Incorporated Acting individually severally on behalf of themselves and as Representative of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC II. By: MXXXXX SXXXXXX & CO. INCORPORATED By: Name: Title: Schedule A Underwriters Total SCHEDULE I Number of Selling Shareholders Firm Shares Shares To Be Purchased Sxxxxxx X. Xxxxxxx 17,559 Sxxxxxx Ventures, LLC 92,441 Caduceus Private Investments II (QP), LP 38,500 Caduceus Private Investments II LP 102,800 UBS Juniper Crossover Fund, L.L.C. 12,700 Vivo Ventures Fund V, L.P. 130,500 Vivo Ventures Fund V Affiliates Fund, L.P. 1,500 Great Point Partners I, L.P. 154,000 Total: 550,000 Maximum Number of Selling Shareholders Optional Shares Shares To Be Purchased Sxxxxxx Ventures, LLC 114,300 Caduceus Private Investments II (QP), LP 40,000 Caduceus Private Investments II LP 106,800 UBS Juniper Crossover Fund, L.L.C. 13,200 Vivo Ventures Fund V, L.P. 135,600 Vivo Ventures Fund V Affiliates Fund, L.P. 1,600 Great Point Partners I, L.P. 160,000 Total: 571,000 SCHEDULE II Number of Firm Securities Shares to be Underwriters Purchased Mxxxxx Sxxxxxx & Co. Incorporated J.X. Xxxxxx Securities Inc. Leerink Sxxxx & Co., Inc. Natixis Bleichroeder Inc. Total Number SCHEDULE III Schedule of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses included in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.Disclosure Package
Appears in 1 contract
Samples: Underwriting Agreement (Biodel Inc)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, MENLO THERAPEUTICS ACQUISITION CORPINC. By: Name: Title: (Signature page to Menlo Therapeutics, Inc. 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 Acting JEFFERIES LLCPIPER JAFFRAY & COGUGGENHEIM SECURITIES, LLCActing individually and as Representative Representatives of the several Underwriters named in the inthe attached Schedule X. XXXXXXXXX LLC By: Name: Title: XXXXX XXXXXXX & CO By: Name: Title: GUGGENHEIM SECURITIES, LLC By: Name: Title: (Signature page to Menlo Therapeutics, Inc. Underwriting Agreement) Schedule A Underwriters Number ofFirm Sharesto be Purchased Jefferies LLC Xxxxx Xxxxxxx & Co Guggenheim Securities LLC JMP Securities LLC Total Schedule B Free Writing Prospectuses Included in the Time of Sale Prospectus None Schedule C Pricing Information Included in the Time of Sale Prospectus Price per share to the public: $ Number of Firm Securities to be Purchased Total shares being sold by the Company: Number of Offered Securities shares potentially issuable pursuant to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units the option to be Sold to Public purchase additional shares: Schedule D Permitted Section 5(d) Communications Presentation entitled “Menlo Therapeutics Inc. Q4 2017” presented on each of November 28, 2017, November 29, 2017, November 30, 2017, December 1, 2017, December 4, 2017, December 5, 2017, December 6, 2017, December 7, 2017, December 8, 2017, January 8, 2018, January 9, 2018 and January 10, 2018. Exhibit A Form of Lock-up Agreement Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion Xxxxx Xxxxxxx & Co As Representatives of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Several Underwriters c/o Jefferies LLC, LLC 000 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. 00000 and Xxxxx Xxxxxxx & Co 00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 RE: Menlo Therapeutics, Inc. (the “Company”) announced today that Xxxxxxxxx LLCLadies & Gentlemen: The undersigned is an owner of shares of common stock, the sole book-running manager and representative par value $0.0001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxxxxx LLC (“Jefferies”) and Xxxxx Xxxxxxx & Co (“Xxxxx Xxxxxxx”) will act as the representatives 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 Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Company’s [Class Offering. Annex A Common Stock] [Warrants] [Units] held by [sets forth definitions for capitalized terms used in this letter agreement that are not defined in the Sponsor] [certain officers or directors] [an officer or director] body of this agreement. Those definitions are a part of this agreement. In consideration of the Companyforegoing, 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 use best efforts to cause any Family Member not to), without the prior written consent of Jefferies and Xxxxx Xxxxxxx, which may withhold their consent in their sole discretion: • Sell or Offer to Sell any 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, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The [waiver] [release] foregoing will take effect on [Date]not apply to the registration of the offer and sale of the Shares, and the securities may be sold on or after such date. This press release is not an offer for sale of the securities Shares to the underwriters, in each case as contemplated by the United States Underwriting Agreement. In addition, the foregoing restrictions shall not apply to (i) the transfer of Shares or Related Securities by gift, including, without limitation, to a charitable organization, or by will or intestate succession to the legal representative, heir, beneficiary or any Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member, (ii) transfers or dispositions of the undersigned’s Shares or Related Securities to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which, in each case, are held by the undersigned or any Family Member, (iii) distributions of the undersigned’s Shares or Related Securities to partners, members, stockholders or trust beneficiaries of the undersigned, (iv) if the undersigned is a corporation, partnership, limited liability company, trust or other jurisdiction where such offer business entity, the transfer of Shares or Related Securities to (x) another corporation, partnership, limited liability company, trust or other business entity that is prohibited, and such securities may not be offered a direct or sold indirect affiliate (as defined in the United States absent registration or an exemption from registration Rule 405 promulgated under the U.S. Securities Act of 1933, as amended.) of the undersigned, (y) 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, or (z) limited partners, general partners, members, managers, managing members, directors, officers, employees, stockholders or other equity holders of the undersigned or of the entities described in the preceding clauses (x) and (y), (v) transfers of Shares as forfeitures to satisfy tax withholding and remittance obligations of the undersigned in connection with the vesting or exercise of equity awards granted pursuant to the Company’s equity incentive plans or pursuant to a net exercise or cashless exercise by the stockholder of outstanding equity awards pursuant to the Company’s equity incentive plans, or (vi) the transfer of Shares or Related Securities pursuant to a change of control of the Company (meaning the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of Shares the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of the voting capital stock of the Company) after the Offering that has been approved by the independent members of the Company’s board of directors, provided, that in the event that such change of control is not completed, the Shares or Related Securities owned by the undersigned shall remain subject to the restrictions herein; provided, however, that in any such case as provided in clauses (i) through (vi), it shall be a condition to such transfer that: • each transferee executes and delivers to Jefferies and Xxxxx Xxxxxxx an agreement in form and substance satisfactory to Jefferies and Xxxxx Xxxxxxx stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee had been an original signatory hereto), and • prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Shares the undersigned may purchase or otherwise receive in the Offering (including pursuant to a directed share program). Furthermore, notwithstanding the restrictions imposed by this letter agreement, the undersigned may (i) exercise an option to purchase Shares granted under any equity incentive plan or stock purchase 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 during the Lock-up Period and the entry into such plan is not publicly disclosed, including in any filing under the Exchange Act, during the Lock-up Period, (iii) transfer or dispose of Shares acquired in the Offering or on the open market following the Offering; provided that no public disclosure or filing under the Exchange Act by any party to the transfer shall be required, or made voluntarily, during the Lock-up Period, or (iv) transfer Shares or Related Securities by operation of law, including pursuant to a domestic order or negotiated divorce settlement; provided that the transferee execute and deliver to Jefferies and Xxxxx Xxxxxxx a letter agreement in substantially the form of this letter agreement. In addition, if the undersigned is an officer or director of the Company, (i) Jefferies and Xxxxx Xxxxxxx 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 Shares, Jefferies or Xxxxx Xxxxxxx 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 Jefferies and Xxxxx Xxxxxxx hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter 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 Shares 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 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 Shares. 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. 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 February 15, 2018, (iii) the purchase of Firm Shares (as defined in the Underwriting Agreement) does not occur by February 15, 2018 or (iv) the Underwriting Agreement (other than the provisions thereof that survive termination) terminates or is terminated prior to payment for and delivery of the Firm Shares, 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 the obligations under this letter agreement. 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. (Signature page follows) Signature Printed Name of Person Signing (Indicate capacity of person signing ifsigning as custodian or trustee, or on behalf of an entity)
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPBIOSANTE PHARMACEUTICALS, INC. By: Name: Title: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx President and Chief Executive Officer 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 & COMPANY, INC. Acting individually and as Representative of the several Underwriters named in the attached Schedule X. A. By XXXXXXXXX LLC & COMPANY, INC. By: Name: Title: /s/ Xxxxx X. Xxxxxxxx Managing Director Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Xxxxxxxxx & Company, Inc. 11,200,000 Xxxxxx & Xxxxxxx, LLC 2,000,000 JMP Securities LLC 2,000,000 Xxxx Capital Partners, LLC 800,000 Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 16,000,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses Included in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion Time of Sale Prospectus None. Exhibit C July [·], 2011 Jefferies & Company, Inc. As Representative of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buySeveral Underwriters c/o Jefferies & Company, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, Inc. 000 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. 00000 RE: BioSante Pharmaceuticals, Inc. (the “Company”) announced today that Xxxxxxxxx LLCLadies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of common stock, par value $0.0001 per share, of the sole book-running manager and Company (“Common Stock”) or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the “Offering”) for which you will act as the representative of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that the underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement in carrying out the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not to), without the prior written consent of Xxxxxxxxx & Company’s [Class A , Inc. (which consent may be withheld in its sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, or otherwise dispose of any Common Stock] [Warrants] [Units] held , options or warrants to acquire Common Stock, or securities exchangeable or exercisable for or convertible into Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by [the Sponsor] [certain officers undersigned (or directors] [such spouse or family member), or publicly announce an officer intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of the Prospectus (as defined in the Underwriting Agreement relating to the Offering to which the Company is a party) (the “Lock-up Period”); provided, that if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or director] material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxxxxxx & Company, Inc. waives, in writing, such extension, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company. The [waiver] [release] will take effect , certifying on [Date]behalf of the Company that (i) the Common Stock is “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by FINRA Rule 2711(f)(4), and (iii) the securities may be sold provisions of FINRA Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension); provided, further, that the foregoing restrictions shall not apply to: (1) the transfer of any or all of the Common Stock owned by the undersigned, either during the undersigned’s lifetime or on death, by gift, will or intestate succession to any immediate family member of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of his immediate family or (2) the entry, by the undersigned, at any time on or after such date. This press release is not an offer the date of the Agreement, into any trading plan providing for the sale of Common Stock by the securities undersigned, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act and does not provide for, or permit, the sale of any Common Stock during the Lock-up Period; provided, however, that (a) no filing pursuant to Section 16 of the Exchange Act is required nor will such a filing be voluntarily made as a result of any such transfer described in clause (1) or (2) above and (b) in the United States or in any other jurisdiction where case of a transfer under clause (1) above, it shall be a condition to such offer transfer that the transferee executes and delivers to Jefferies & Company, Inc. an agreement stating that the transferee is prohibitedreceiving and holding the Common Stock subject to the provisions of this letter agreement, and there shall be no further transfer of such Common Stock, except in accordance with this letter agreement. 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 Common Stock or securities may not be offered convertible into or sold exchangeable or exercisable for Common Stock held by the undersigned except in compliance with the United States absent foregoing restrictions. With respect to the Offering only, the undersigned waives any registration or an exemption from rights relating to registration under the U.S. Securities Act of 1933, as amended, of any Common Stock owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. If (i) the Company notifies Xxxxxxxxx & Company, Inc. in writing that it does not intend to proceed with the Offering, (ii) the Underwriting Agreement is not executed by September 1, 2011, or (iii) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated for any reason prior to payment for and delivery of any Common Stock to be sold thereunder, then this letter agreement shall immediately be terminated and the undersigned shall automatically be released from all of his or her obligations under this letter agreement. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Printed Name of Holder By: Signature Printed Name of Person Signing (and indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity) Exhibit E LIST OF ALL DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY Xxxxx X. Xxxxxxxx, M.D. Xxxxxxx X. Xxxxx Xxxx Xxxxxxx Xxxx Xxxxxxx Xxxxxx X. Xxxxxxx, III, M.D. Xxxx X. Xxxxx, Xx., M.D. Xxxxxxx X. Xxxxxxx, M.D. Xxxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxx, M.D., Ph.D.
Appears in 1 contract
Samples: Underwriting Agreement (Biosante Pharmaceuticals Inc)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORP. EXACT SCIENCES CORPORATION By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President and Chief Executive Officer 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 Acting individually and as Representative of the several Underwriters named in the attached Schedule & COMPANY, INC. XXXXXX X. XXXXXXXXX LLC XXXXX & CO. INCORPORATED By: XXXXXXXXX & COMPANY, INC. By: /s/ Real Xxxxxxx Name: Real Xxxxxxx Title: Schedule Managing Director By: XXXXXX X. XXXXX & CO. INCORPORATED By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Director SCHEDULE A Underwriters Total Underwriter Number of Firm Securities Shares to be Purchased Xxxxxxxxx & Company, Inc. 2,291,667 Xxxxxx X. Xxxxx & Co. Incorporated 2,291,667 Xxxxxxx Xxxxx & Company, L.L.C. 687,500 JMP Securities LLC 229,166 Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule 5,500,000 SCHEDULE B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses Included in the aggregate payable to Time of Sale Prospectus None. Pricing Information Conveyed by the Underwriters for deferred underwriting commissions Public offering price — $9.75 per share. Underwriting discount — $0.585 per share. Shares offered — $5,500,000 shares of Common Stock (excluding option to be placed into the Trust Account and released purchase additional shares) Underwriters’ option — up to the Underwriters upon completion 825,000 additional shares of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buyCommon Stock Trade Date — August 8, nor shall there be any sale of the securities in any state or jurisdiction in which such offer2012 Closing Date — August 13, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. 2012 (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.T + 3)
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the Company, to the extent the condition is meant to benefitbenefit the Company, or the Representatives, to the extent the condition is meant to benefit the Representatives or the Underwriters. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section Sections 8 and Section 9 hereof hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoingthereto), as contemplated required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORP. ADDUS HOMECARE CORPORATION By: Name: [Title: ] 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 XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXXXX & CO. INC., Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule A. By XXXXXX X. XXXXXXXXX LLC XXXXX & CO. INCORPORATED By: Name: Title: Schedule By XXXXXXXXXXX & CO. INC. By: Name: Title: SCHEDULE A Underwriters Total Number of Firm Securities Shares to be Purchased Xxxxxx X. Xxxxx & Co. Incorporated [ ] Xxxxxxxxxxx & Co. Inc. [ ] Xxxxxxxx Inc. [ ] Total Number [ ] SCHEDULE B [List of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses included in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Time of Sale Information] [Specify pricing information orally communicated] EXHIBIT A LIST OF PERSONS EXECUTING LOCK-UPS Eos Capital Partners III, L.P. Eos Partners SBIC III, L.P. Xxxxx Xxxxx Xxxxxxxx X. Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx X. Xxxxxxx Freeport Loan Fund LLC Xxxxx X. Xxxxxx Addus Term Trust Account and released to the Underwriters upon completion Xxxx X. First Xxxx X. Xxxxxx Xxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxx X. Xxxxxxxx W. Xxxxxx Xxxxxx Xxxxxxx X. Xxxxxxxx EXHIBIT B Xxxxxx X. Xxxxx & Co. Incorporated Xxxxxxxxxxx & Co. Inc. As Representatives of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buySeveral Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. Xxxxxxxxx 00000 Re: Addus HomeCare Corporation (the “Company”) announced today that Xxxxxxxxx LLCLadies and Gentlemen: The undersigned is an owner of record or beneficially of certain shares of common stock, par value $0.001 per share, of the sole book-running manager and representative Company (“Shares”) or securities convertible into or exchangeable or exercisable for Shares. The Company proposes to carry out a public offering of Shares (the “Offering”) for which you will act as the representatives (the “Representatives”) of the underwriters in (the “Underwriters”). The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company’s recent public sale . The undersigned acknowledges that you and the other Underwriters are relying on the representations and agreements of Units, are [waiving] [releasing] a lock-up restriction the undersigned contained in this letter agreement in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [Offering. In the Sponsor] [certain officers or directors] [an officer or director] event of any change in the identity of the CompanyUnderwriters, this agreement shall inure to the benefit of the representative or representatives of the Underwriters that are party to the Underwriting Agreement whether or not such Underwriters are listed above. The [waiver] [release] In consideration of the foregoing, the undersigned hereby agrees that the undersigned will take effect on [Date]not (and, and if the securities undersigned is a natural person, the undersigned will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not to), without the prior written consent of the Representatives (which consent may be sold on withheld in their sole discretion), directly or after indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise dispose of any Shares, options or warrants to acquire Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned (or such date. This press release is not spouse or family member), or publicly announce an offer for sale intention to do any of the securities foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 180 days after the date of the final prospectus relating to the Offering (the “Lock-up Period”); provided, that if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the United States Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or in any other jurisdiction where such offer is prohibited, and such securities may not be offered the occurrence of the material news or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933material event, as amended.applicable, unless the Representatives waive, in writing, such extension; provided, further, that the foregoing restrictions shall not apply to:
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPBEYONDSPRING INC. By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: CEO 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 XXXXXXX XXXXX & COMPANY, L.L.C. Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director XXXXXXX XXXXX & COMPANY, L.L.C. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Partner, Head of Equity Capital Markets Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx 1,080,800 Xxxxxxx Xxxxx & Company, L.L.C. 694,800 Nomura Securities International, Inc. 96,500 X.X. Xxxxxxxxxx & Co., LLC Investor Subtotal 57,900 Total 10,000,000 11,500,000 1,930,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses Included in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion Time of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Sale Prospectus None. Schedule C Permitted Section 5(d) Communications · [ ] None. Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. Opinion of Cayman Islands Company Counsel Attached. Exhibit B Form of Opinion of Chinese Company Counsel Attached. EXHIBIT C Form of Opinion of U.S. Company Counsel Attached. EXHIBIT D Form of Tax Opinion of U.S. Company Counsel Attached. EXHIBIT E Form of Opinion of Intellectual Property Company Counsel Attached. Exhibit F Form of Lock-up Agreement June 18, 2020 Xxxxxxxxx LLC Xxxxxxx Xxxxx & Company, L.L.C. As Representatives of the Several Underwriters c/o Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 and Xxxxxxx Xxxxx & Company, L.L.C. 000 Xxxxx Xxxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 RE: BeyondSpring Inc. (the “Company”) announced today that Xxxxxxxxx LLCLadies & Gentlemen: The undersigned is a record or beneficial owner of ordinary shares, the sole book-running manager and representative par value $0.0001 per share, of the Company (“Ordinary Shares”) or of securities convertible into or exchangeable or exercisable for Ordinary Shares. The Company proposes to conduct a public offering of Ordinary Shares (the “Offering”) for which Xxxxxxxxx LLC (“Jefferies”) and Xxxxxxx Xxxxx & Company, L.L.C. (“Xxxxxxx Xxxxx”) will act as the representatives 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 Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction 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 agreement. Those definitions are a part of this 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 Jefferies and Xxxxxxx Xxxxx, which may withhold their consent in their sole discretion: • Sell or Offer to Sell any 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, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Ordinary Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or The foregoing will not apply to the registration of the offer and sale of the Offered Shares, and the sale of the Offered Shares to the underwriters, in each case as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not apply to: • a bona fide gift or gifts or by will or intestacy, provided that (i) the donee(s) or transferee(s) thereof agree to be bound in writing by the restrictions set forth herein, (ii) any such transfer shall not involve a disposition for value and (iii) no public disclosures or filing reporting a reduction in beneficial ownership of shares of Ordinary Shares shall be required, or made voluntarily, during the Lock-Up Period, • any member of the immediate family of the undersigned or any trust or other legal entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that (i) the transferee agrees to be bound in writing by the restrictions set forth herein, and (ii) no public disclosures or filing reporting a reduction in beneficial ownership of shares of Ordinary Shares shall be required, or made voluntarily, during the Lock-Up Period, • a transfer of Ordinary Shares to the Company upon the vesting or exercise of an option or other award granted under a share incentive plan or share purchase plan of the Company described in the Prospectus (as defined in the Underwriting Agreement) (by way of “net” exercise in accordance with their terms, and/or to cover withholding tax obligations in connection with such exercise, but for the avoidance of doubt, excluding all manners of exercise that would involve a sale to a third party of any securities, whether to cover the applicable aggregate exercise price, withholding tax obligations or otherwise), provided that any such Ordinary Shares received upon such vesting or exercise shall be subject to the terms of this letter agreement; • a transfer of Ordinary Shares to the Company’s [Class A Common Stock] [Warrants] [Units] , or the withholding of Ordinary Shares by the Company, solely in connection with the payment of taxes due with respect to the vesting of restricted shares granted under a share incentive plan or pursuant to a contractual employment arrangement described in the Prospectus; • Ordinary Shares acquired in the Offering or in open market transactions after the Offering, provided that no public disclosures or filing reporting a reduction in beneficial ownership of shares of Ordinary Shares shall be required, or made voluntarily, in connection with subsequent sales of such securities; • a transfer of Ordinary Shares to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by [the Sponsor] [undersigned or its affiliates, provided that (i) the transferee agrees to be bound in writing by the restrictions set forth herein, (ii) any such transfer shall not involve a disposition for value and (iii) no public disclosures or filing reporting a reduction in beneficial ownership of Ordinary Shares shall be required, or made voluntarily; • a transfer of Ordinary Shares as part of a distribution, transfer or disposition by the undersigned to its limited or general partners, members, stockholders or affiliates (as defined under Rule 12b-2 of the Exchange Act), provided that (i) the transferee agrees to be bound in writing by the restrictions set forth herein, (ii) any such transfer shall not involve a disposition for value and (iii) no public disclosures or filing reporting a reduction in beneficial ownership of Ordinary Shares shall be required, or made voluntarily; • a transfer of Ordinary Shares pursuant to any contractual arrangement described in the Prospectus in effect on the date of this letter agreement that provides for the repurchase of the undersigned’s Ordinary Shares by the Company in connection with the termination of the undersigned’s employment or other service relationship with the Company or the undersigned’s failure to meet certain officers conditions set out upon receipt of such Ordinary Shares, or directors] [an officer or director] • a bona fide third-party tender offer for all outstanding 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 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 Ordinary Shares or other such securities in connection with such transaction, or vote any 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. Furthermore, nothing in this letter agreement shall be deemed to prevent the undersigned from establishing any contract, instruction or plan (a “Plan”) pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares, provided that (a) such Plan does not provide for the transfer of Ordinary Shares during the Lock-Up Period and (b) no public filing or disclosure of any such action shall be required or voluntarily made by any person during the Lock-Up Period. The [waiver] [release] will take effect on [Date]undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of 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. 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 securities may be sold on stabilization or after such date. This press release is not an offer for manipulation of the price of any security of the Company to facilitate the sale of the securities in the United States or in any other jurisdiction where such offer is prohibitedOrdinary Shares. The undersigned will not, and will cause any Family Member not to take, directly or indirectly, any such securities may 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 offered or sold 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 United States absent registration or an exemption from registration under laws of the U.S. Securities Act State of 1933, as amended.New York. Signature Printed Name of Person Signing [Signature Page to BeyondSpring Inc. Lock-Up Agreement] Certain Defined Terms
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPMIRATI THERAPEUTICS, INC. By: /s/ Xxxx X. Xxxxxxxx, Xx. Name: Xxxx X. Xxxxxxxx, Xx. Title: Chief Legal Officer & Corporate Secretary 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 XXXXXXX XXXXX & CO. LLC Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX XXXXXXX XXXXX & CO. LLC By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Management Director Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Total Number of Offered Securities Pre-Funded Warrants to be Purchased if Maximum Optional Xxxxxxx Xxxxx & Co. LLC 9,669,631 1,121,736 Total 9,669,631 1,121,736 Schedule B-1 Free Writing Prospectuses Included in the Time of Sale Prospectus None. Schedule B-2 Pricing Information Included in the Time of Sale Prospectus Price per share to the public: $ 27.80 Number of shares being sold by the Company: 9,669,631 Price Paid per Pre-Funded Warrant: $ 27.799 Number of Pre-Funded Warrants being sold: 1,121,736 Number of shares potentially issuable by the Company pursuant to the option to purchase additional shares: 1,618,705 Exhibit A Form of Lock-up Agreement July [ ● ], 2023 Xxxxxxx Xxxxx & Co. LLC As Representative of the several underwriters c/x Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx New York, New York 10282 RE: Mirati Therapeutics, Inc. (the “Company”) Ladies & Gentlemen: The undersigned is an owner of shares of common stock, par value $0.001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxxx Xxxxx & Co. LLC will act as the Representative (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 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 agreement. Those definitions are a part of this 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 Xxxxxxx Xxxxx & Co. LLC, which may withhold its consent in its sole discretion: • Sell or Offer to Sell any Shares or Related Securities are Purchased Column A-1 Units 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, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be Sold filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units any such registration, or • publicly announce any intention to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if do any of the underwriters exercise their over-allotment option in fullforegoing. The underwriting discounts and commissions foregoing restrictions shall be $0.55 per unit, including $0.35 per unit in not apply to (i) the aggregate payable transfer of Shares or Related Securities to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination Company in accordance connection with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity repurchase of 185 days Shares or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be Related Securities issued pursuant to an effective registration statement employee benefit plan, in connection with any contractual arrangement in effect on the date of this letter agreement that provides for the repurchase of Shares or Related Securities by the Company, or in connection with the termination of the undersigned’s employment with the Company; (ii) the transfer of Shares or Related Securities pursuant to a Change of Control of the Company, provided in the event that such Change of Control transaction is not completed, the Shares and Related Securities held by the undersigned shall remain subject to the provisions of this letter agreement; (iii) the transfer of Shares or Related Securities solely by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that each transferee executes and delivers to the Representative an agreement stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee had been an original signatory hereto); (iv) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity the transfer of Shares or Related Securities (A) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act) of the undersigned or (B) as part of a distribution by the undersigned to its shareholders, partners, members or other equity holders; (v) the transfer of Shares or Related Securities by gift, or by will or intestate succession; and (vi) the transfer of Shares or Related Securities to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned (or, if the undersigned is a trust, to any trustee or beneficiary of the undersigned) and/or a Family Member; provided, however, that in the case of clauses (iv), (v) and (vi), it shall be a condition to such transfer that: • each transferee executes and delivers to the Representative an agreement in form and substance satisfactory to the Representative stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee had been an original signatory hereto), • prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer (other than a required filing on Form 4 or Form 5 with respect to clause (v) or (vi); provided any such filing shall indicate (in the notes thereto or otherwise) that (A) the filing relates to the circumstances set forth in such clauses and (B) that the done, devisee, transferee or distribute has agreed to be bound by a lock-up agreement in the form of this letter agreement), and • the transfer is not a disposition for value. In addition, notwithstanding the lock-up restrictions imposed by this letter agreement, the undersigned may at any time after the date hereof (i) exercise or settle any options, warrants, restricted stock units (“RSUs”), performance stock units (“PSUs”) or other rights to purchase Shares (including transfers to the Company by cashless exercise or settlement of RSUs or PSUs for the primary purpose of paying the exercise price of options or covering the withholding tax obligations in connection with such exercise, vesting or settlement to the extent permitted by the instruments representing such options, warrants, RSUs, PSUs or other rights to purchase Shares); provided, however, that in any such case the Shares issued upon exercise or settlement shall remain subject to the provisions of this letter agreement and any required filing on Form 4 shall indicate (in the notes thereto or otherwise) that the filing relates to the foregoing circumstances, or (ii) enter into a trading plan (a “New Plan”) meeting the requirements of Rule 10b5-1 under the Exchange Act relating to the sale of Shares, if then permitted by the Company and applicable law; provided that the Shares subject to such New Plan may not be sold during the Lock-up Period; provided further, that the Company is not required to report the establishment of such New Plan in any public report or filing with the Securities and Exchange Commission under the Exchange Act during the Lock-Up Period and does not otherwise voluntarily effect any such public filing or report regarding such New Plan. Additionally, the foregoing restrictions shall not apply to sales of Shares made pursuant to a trading plan meeting the requirements of Rule 10b5-1 that has been previously entered into and disclosed to the Representative by the undersigned prior to the date of this agreement; provided that if the undersigned reports any such transfer on a Form 4 filed with the Securities and Exchange CommissionCommission pursuant to Section 16 of the Exchange Act, the undersigned shall cause such Form 4 to include a statement that such transfer was effected pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. This communication [For the avoidance of doubt, the foregoing restrictions shall not constitute an apply to Shares or Related Securities beneficially owned by other members of the “group” (as defined under Section 13(d) of the Exchange Act) with which the undersigned filed the Schedule 13D/A dated October 28, 2020.] 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 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 to sell or the solicitation and sale of any offer Shares and/or any Related Securities owned either of record or beneficially by the undersigned, including any rights to buyreceive notice of the Offering. The undersigned confirms that the undersigned has not, nor shall there 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 securities in Shares. The undersigned will not, and will cause any state Family Member not to take, directly or jurisdiction in which indirectly, any such offer, solicitation action. Whether or sale would not the Offering occurs as currently contemplated or at all depends on market conditions and other factors. The Offering will only be unlawful prior made pursuant to the registration or qualification under Underwriting Agreement, the securities law terms of any such state or jurisdictionwhich are subject to negotiation between the Company and the underwriters. Copies of It is understood that, if (i) the prospectus related Company notifies the Representative in writing that it does not intend to proceed with the Offering, (ii) if the Underwriting Agreement relating to the Offering may is not executed by August 15, 2023, or (iii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager terminated for any reason prior to payment for and representative delivery of the underwriters in Firm Shares (as defined therein) to be sold thereunder, this letter agreement shall immediately be terminated and the Company’s recent public sale undersigned shall automatically be released from all of Unitshis, are [waiving] [releasing] a lock-up restriction her or its obligations under this letter agreement. The undersigned acknowledges and agrees that the Representative has not made any recommendation or provided any investment advice to the undersigned with respect to this Lock-up Agreement or the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date]subject matter hereof, and the securities may be sold on or after such dateundersigned has consulted its own legal, accounting, financial, regulatory and tax advisors with respect to this Lock-up Agreement and the subject matter hereof to the extent the undersigned has deemed appropriate. The undersigned hereby represents and warrants that the undersigned has full power, capacity and authority to enter into this letter agreement. This press release letter agreement is not an offer for sale irrevocable and will be binding on the undersigned and the successors, heirs, personal representatives and assigns of the securities undersigned. This letter agreement and any claim, controversy or dispute arising under or related thereto shall be governed by and construed in accordance with the United States internal laws of the State of New York applicable to agreements made and to be performed in such state. Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) (indicate capacity of person signing if signing as custodian, trustee, or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or on behalf of an exemption from registration under the U.S. Securities Act of 1933, as amended.entity) Annex A Certain Defined Terms
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPPROTAGONIST THERAPEUTICS, INC. By: /s/ Axxx Xxx Name: Axxx Xxx Title: Chief Financial Officer 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 Acting individually and as Representative of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: Name: Title: Schedule A Underwriters Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.
Appears in 1 contract
Samples: Underwriting Agreement (Protagonist Therapeutics, Inc)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 6 and the contribution provisions of Section 97, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 6 and Section 9 7 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus General Disclosure Package, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities 1933 Act and the Exchange Act0000 Xxx. [Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to the Company the enclosed copies a counterpart hereof, whereupon this instrument, along with all counterparts hereofcounterparts, shall will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, THERAPEUTICS ACQUISITION CORPREDHILL BIOPHARMA LTD. By: By /s/ Xxxx Xxx-Xxxxx Name: Xxxx Xxx-Xxxxx Title: The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative in New YorkChief Executive Officer By /s/ Xxxxx Xxx Xxxxxx Name: Xxxxx Xxx Xxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, New York as of the date first above written: CANTOR XXXXXXXXXX & CO. XXXXXXXXX By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Head of Investment Banking NOMURA SECURITIES INTERNATIONAL, INC. By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director EXHIBIT A Number of Initial Securities Name of Underwriter ADSs Cantor Xxxxxxxxxx & Co.. 2,045,457 Nomura Securities International, Inc. 1,227,272 SMBC Nikko Securities America, Inc. 409,090 X.X. Xxxxxxxxxx & Co., LLC Acting individually and as Representative 204,545 Xxxx Capital Partners, LLC 204,545 Total 4,090,909 EXHIBIT B LIST OF PERSONS SUBJECT TO LOCK-UP Xxxx Xxx-Xxxxx Xxxx Xxxxxxx Dr. Xxxxxxx Xxxx Xx. Xxxxxx Xxxxxxx Xxx Xxxxxxxxx Xxxx Tsimchi Xxxx X. Xxxxxxx Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxx Xxxx Xxxxx, Ph.D. Gilead Xxxxx Xxx Xxxxx Xxxxx Xxx Xxxxxx Xxx Xxxxxxxx Xxx Xxxxxxx Xxxxxx Xxxxx Nagar EXHIBIT C FORM OF LOCK-UP AGREEMENT October ____, 2017 Cantor Xxxxxxxxxx & Co. Nomura Securities International, Inc. As Representatives of the several Several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: Name: Title: Schedule A Underwriters Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, c/o Cantor Xxxxxxxxxx & Co. 000 Xxxxxxx Xxxxxx, Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. 00000 Nomura Securities International, Inc. 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 RE: RedHill Biopharma Ltd. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative Ladies & Gentlemen: The undersigned is a record or beneficial owner of American Depositary Shares of the Company (“ADSs”), each representing 10 ordinary shares, par value NIS 0.01 per share, of the Company (“Ordinary Shares”), of Ordinary Shares or of securities convertible into or exchangeable or exercisable for ADSs or Ordinary Shares. The Company proposes to conduct a public offering of ADSs (the “Offering”) for which Cantor Xxxxxxxxxx & Co. (“Cantor”) and Nomura Securities International, Inc. (“Nomura”)will act as the representatives 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 Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) with the Company with respect to the Company’s [Class Offering. Annex A Common Stock] [Warrants] [Units] held 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 Cantor and Nomura, which may withhold its 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 Sponsor] [certain officers undersigned or directors] [such Family Member, · enter into any Swap, · make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any ADSs, Ordinary Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an officer amendment or director] supplement thereto) with respect to any such registration, or · publicly announce any intention to do any of the foregoing. The foregoing will not apply to the registration of the offer and sale of the offered ADSs, and the sale of the offered ADSs to the underwriters, in each case as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not apply to (i) if the undersigned is an individual, dispositions solely in connection with the “cashless” exercise of stock options (the term “cashless” exercise being intended to include the sale or disposition of a portion of the option shares or previously owned shares to the Company to cover payment of the exercise price) for the purpose of exercising such stock options (including sales in respect of tax liabilities arising from such exercise and sale), provided that any Ordinary Shares, ADSs or other capital stock received upon such exercise shall be subject to all of the restrictions set forth herein, (ii) ADSs, Ordinary Shares or Related Securities acquired in open market transactions after the completion of the Offering, provided that prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act shall be required, or made voluntarily, reporting a reduction in beneficial ownership of ADSs, Ordinary Shares or Related Securities in connection with any transfer of such ADSs, Ordinary Shares or Related Securities, (iii) following completion of the Offering, transfers pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s capital stock involving a change of control of the Company, provided that (A) Cantor and Nomura receive a signed letter agreement from the recipient of such ADSs, Ordinary Shares or other Related Securities, in the form hereof, for the balance of the Lock-Up Period with respect to any such ADSs, Ordinary Shares or other Related Securities, (B) in the event that after such tender offer, merger, consolidation or other similar transaction, any ADSs, Ordinary Shares or other Related Securities are not transferred, sold or tendered, such ADSs, Ordinary Shares or other Related Securities held by the undersigned shall remain subject to the provisions hereof, and (C) in the event that such tender offer, merger, consolidation or other such transaction is not completed, the ADSs, Ordinary Shares or other Related Securities held by the undersigned shall remain subject to the provisions hereof, (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, transfers (A) to another corporation, partnership, limited liability company or other business entity that is a direct or indirect affiliate (as described in Rule 405 promulgated under the Securities Act) of the undersigned or (B) to a shareholder, partner, member or other equity holder, as the case may be, of such corporation, partnership, limited liability company or other business entity if, in any such case, such transfer is not for value, (v) the transfer of ADSs, Ordinary Shares or Related Securities by gift, or by will or intestate succession, (vi) transfers pursuant to a so-called “living trust” or other revocable trust established to provide for the disposition of property on the undersigned’s death, in each case to any Family Member, or transfers to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or one or more Family Members; provided, however, that in the cases of clauses (iv), (v) and (vi), it shall be a condition to such transfer that: · each transferee executes and delivers to Cantor and Nomura an agreement in form and substance satisfactory to Cantor and Nomura stating that such 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 transferee had been an original signatory hereto), and · prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act 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 The undersigned may enter into a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act relating to the sale of ADSs, Ordinary Shares or other Related Securities of the Company, provided that the ADSs, Ordinary Shares or other Related Securities subject to such plan may not be sold and no public disclosure of any such plan shall be required or shall be voluntarily made by any person until after the expiration of the Lock-up Period. The [waiver] [release] will take effect on [Date]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 securities may be sold on stabilization or after such date. This press release is not an offer for manipulation of the price of any security of the Company to facilitate the sale of the securities in the United States or in any other jurisdiction where such offer is prohibitedADSs. The undersigned will not, and will cause any Family Member not to take, directly or indirectly, any such securities may 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 offered 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. If the Underwriting Agreement is not executed by the parties thereto prior to November 30, 2017, this letter agreement shall automatically terminate and become null and void. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York. ___________________________ Signature ___________________________ Printed Name of Person Signing (Indicate capacity of person signing if signing as custodian or sold in the United States absent registration trustee, or on behalf of an exemption from registration under the U.S. Securities Act of 1933, as amended.entity)
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPRUTH’S HOSPITALITY GROUP, INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: President and Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative Underwriter 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: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director Schedule A Underwriters Total Underwriter Number of Firm Securities Shares to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal 5,612,903 Total 10,000,000 11,500,000 5,612,903 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses Included in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion Time of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.Sale Prospectus
Appears in 1 contract
Samples: Underwriting Agreement (Ruths Hospitality Group, Inc.)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPTHRESHOLD PHARMACEUTICALS, INC. By: /s/ Hxxxxx X. Xxxxxx, Ph.D. Name: Hxxxxx X. Xxxxxx, Ph.D. Title: Chief Executive Officer 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 JXXXXXXXX LLC Acting individually and as Representative of the several Underwriters named in the attached Schedule X. A. XXXXXXXXX LLC By: /s/ Axxxxx Xxxx Name: Axxxxx Xxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx Jefferies LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx 4,980,000 H.X. Xxxxxxxxxx & Co., LLC Investor Subtotal 3,320,000 Total 10,000,000 11,500,000 8,300,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses Included in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion Time of the initial Business Combination in accordance with the Trust Agreement. The amounts Sale Prospectus None Schedule C Pricing Information Included in the Trust Account may be invested only in U.S. government treasury bills with a maturity Time of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.Sale Prospectus
Appears in 1 contract
Samples: Underwriting Agreement (Threshold Pharmaceuticals Inc)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPSPRING BANK PHARMACEUTICALS, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President and Chief Executive Officer [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 XXXXX XXXXXXX & CO. 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: SVP XXXXX XXXXXXX & CO. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal 1,612,500 Xxxxx Xxxxxxx & Co 1,387,500 Total 10,000,000 11,500,000 3,000,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses Included in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion Time of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Sale Prospectus None Schedule C Permitted Section 5(d) Communications · [ ] None Exhibit A Form of Press Release Therapeutics Acquisition Corp. Lock-up Agreement [Date] Therapeutics Acquisition Corp. ●], 2018 XXXXXXXXX LLC XXXXX XXXXXXX & CO. As Representatives of the several Underwriters named in Schedule I to the Underwriting Agreement referred to below c/o Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 RE: Spring Bank Pharmaceuticals, Inc. (the “Company”) announced today that Ladies & Gentlemen: The undersigned is an owner of shares of common stock, par value $.0001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxxxxx LLC, LLC (“Jefferies”) and Xxxxx Xxxxxxx & Co. (“Xxxxx Xxxxxxx”) will act as the sole book-running manager and representative 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 Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Company’s [Class Offering. Annex A Common Stock] [Warrants] [Units] held by [sets forth definitions for capitalized terms used in this letter agreement that are not defined in the Sponsor] [certain officers or directors] [an officer or director] body of this agreement. Those definitions are a part of this agreement. In consideration of the Companyforegoing, 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 Jefferies and Xxxxx Xxxxxxx, which may withhold their consent in their sole discretion: • Sell or Offer to Sell any 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, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The [waiver] [release] foregoing will take effect on [Date]not apply to the registration of the offer and sale of the Shares, and the securities may be sold on or after such date. This press release is not an offer for sale of the securities Shares to the underwriters, in each case as contemplated by the United States Underwriting Agreement. In addition, the foregoing restrictions shall not apply to the transfer the undersigned’s Shares and/or Related Securities: (i) as a bona fide gift or gifts, (ii) to any trust for the direct or indirect benefit of the undersigned or Family Member of the undersigned, (iii) to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned, (iv) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (1) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration Rule 405 promulgated under the U.S. Securities Act of 1933, as amended.) of the undersigned or (2) in a distribution to limited partners, limited liability company members or stockholders of the undersigned, (v) if the undersigned is a trust, to the beneficiary of such trust, (vi) by testate succession or intestate succession or (vii) pursuant to a court or regulatory order, a qualified domestic order or in connection with a divorce settlement; provided, however, that in any such case, it shall be a condition to such transfer that: • such transfer shall not involve a disposition for value, • each transferee executes and delivers to Jefferies and Xxxxx Xxxxxxx an agreement in form and substance satisfactory to Jefferies and Xxxxx Xxxxxxx stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee had been an original signatory hereto), and • prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer. In addition, the foregoing restrictions shall not apply to or prohibit any of the following: (i) the undersigned’s exercise of options granted pursuant to the Company’s equity incentive plans, (ii) the exercise of any warrants described in a prospectus relating to the Offering; provided that in the case of clauses (i) and (ii) above, (x) such restrictions shall apply to any of the Undersigned’s Shares and/or Related Securities issued upon such exercise and (y) that if any filing is required under Section 16(a) of the Exchange Act in connection with such exercise, such filing shall include a statement to the effect that such filing is the result of the exercise of options pursuant to the Company’s equity incentive plans or the result of the exercise of warrants described in a prospectus relating to the Offering, as applicable, (iii) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act for the transfer of Shares; provided that no sales of the Undersigned’s Shares and/or Related Securities shall be made pursuant to such a Plan prior to the expiration of the Lock-up Period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Shares and/or Related Securities and Exchange Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the undersigned, the Company or any other person, prior to the expiration of the Lock-up Period, (iv) transfers to the Company of Undersigned’s Shares and/or Related Securities in connection with the termination of the undersigned’s employment with the Company, or (v) if the undersigned is not an officer or director of the Company, transfers or dispositions of Shares and/or Related Securities acquired in the Offering or acquired on the open market following the Offering; provided that in the case of transfers pursuant to this clause (v), no public reports or filings (including filings under Section 16(a) of the Exchange Act) reporting a reduction in beneficial ownership of Shares are or would be required and no such reports or filings shall be voluntarily made during the Lock-up Period. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Shares the undersigned may purchase or otherwise receive in the Offering (including pursuant to a directed share program). In addition, if the undersigned is an officer or director of the Company, (i) Jefferies and Xxxxx Xxxxxxx 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 Shares, Jefferies and Xxxxx Xxxxxxx 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 Jefferies and Xxxxx Xxxxxxx hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter 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 Shares 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 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 Shares. 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. The undersigned understands that the undersigned shall be released from all obligations under this letter agreement if (i) the Company notifies the underwriters in writing that it does not intend to proceed with the Offering, (ii) the Representatives notify the Company in writing that they have determined not to proceed with the Offering, (iii) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, (iv) the Underwriting Agreement does not become effective by September 30, 2018 or (v) the registration statement filed with the Securities and Exchange Commission in connection with the Offering is withdrawn. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Signature Printed Name of Person Signing (Indicate capacity of person signing if signing as custodian or trustee, or on behalf of an entity)
Appears in 1 contract
Samples: Underwriting Agreement (Spring Bank Pharmaceuticals, Inc.)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORP. SECOO HOLDING LIMITED By: Name: Title: 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 Total Number of Firm Securities ADSs to be Purchased Jefferies LLC BNP Paribas Securities Corp. [ ] [ ] [ ] Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses Included in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion Time of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Sale Prospectus Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form Schedule D List of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager subsidiaries and representative consolidated affiliated entities of the underwriters in the Company’s recent public sale Company Name Place of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in Incorporation Subsidiaries Hong Kong Secoo Investment Group Limited Hong Kong Secoo Inc. the United States or in any other jurisdiction where such offer is prohibitedSecoo Italia SRL Italy Secoo Garden Tradings Sdn. Bhd. Malaysia Kuxin Tianxia (Tianjin) E-commerce Limited PRC Kutianxia (Beijing) Information Technology Limited PRC Beijing Xxxxx Xxxx Sheng Technology Service Co., and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.Ltd. PRC
Appears in 1 contract
Samples: Secoo Holding LTD
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPVIRIDIAN THERAPEUTICS, INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Chief Financial Officer and Chief Business Officer 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 EVERCORE GROUP L.L.C. Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director SVB SECURITIES LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Managing Director EVERCORE GROUP L.L.C. By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities Shares of Common Stock to be Purchased Total Number of Offered Securities Shares of Preferred Stock to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx 3,530,135 10,298 SVB Securities LLC Investor Subtotal 3,048,753 8,894 Evercore Group L.L.C. 2,374,818 6,927 LifeSci Capital LLC 673,934 1,965 Total 10,000,000 11,500,000 9,627,640 28,084 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses Included in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion Time of Sale Prospectus None. Exhibit A Form of Lock-up Agreement August [__], 2022 Jefferies LLC SVB Securities LLC Evercore Group L.L.C. As Representatives of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Several Underwriters c/o Jefferies LLC, LLC 000 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form 00000 c/o SVB Securities LLC 1301 Avenue of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 RE: Viridian Therapeutics, Inc. (the “Company”) announced today that Ladies & Gentlemen: The undersigned is an owner of shares of common stock, par value $0.01 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxxxxx LLCLLC (“Jefferies”), SVB Securities LLC (“SVB Securities”) and Evercore Group L.L.C. (“Evercore”) will act as the sole book-running manager and representative 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 Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Company’s [Class Offering. Annex A Common Stock] [Warrants] [Units] held by [sets forth definitions for capitalized terms used in this letter agreement that are not defined in the Sponsor] [certain officers or directors] [an officer or director] body of this agreement. Those definitions are a part of this agreement. In consideration of the Companyforegoing, 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 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, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The [waiver] [release] foregoing will take effect on [Date]not apply to the registration of the offer and sale of the Shares, and the securities may be sold on or after such date. This press release is not an offer for sale of the securities Shares to the underwriters, in each case as contemplated by the United States Underwriting Agreement. In addition, notwithstanding the foregoing, the undersigned may transfer any of the Shares or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.Related Securities:
Appears in 1 contract
Samples: Underwriting Agreement (Viridian Therapeutics, Inc.\DE)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPOCATA THERAPEUTICS, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Chief Operating Officer and Chief Financial Officer 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 XXXXX AND COMPANY, LLC Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director XXXXX AND COMPANY, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Total Number of Offered Securities Firm Warrants to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx 2,475,000 1,237,500 Xxxxx and Company, LLC Investor Subtotal 2,200,000 1,100,000 Xxxxxxx Xxxxx & Associates, Inc. 825,000 412,500 Total 10,000,000 11,500,000 5,500,000 2,750,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses Included in the aggregate payable Time of Sale Prospectus None Schedule C Pricing Information Included in the Time of Sale Prospectus Price per Share to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released public: $5.49 Price per Warrant to the Underwriters upon completion public: $0.01 Number of Shares and Warrants: 5,500,000 Shares and Warrants to purchase up to 2,750,000 Shares Underwriters’ option to purchase additional shares and warrants: 825,000 additional Shares and 412,500 additional Warrants Initial Warrant exercise price: $7.48, subject to adjustment as described in the Prospectus Exercisability Date: December 22, 2015 Expiration: December 22, 2020 Exhibit A Form of Lock-up Agreement , 2014 XXXXXXXXX LLC XXXXX AND COMPANY, LLC XXXXX XXXXXXX & CO. As Representatives of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Several Underwriters c/o Jefferies LLC, LLC 000 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. 00000 RE: Ocata Therapeutics, Inc., a Delaware corporation (the “Company”) announced today that Xxxxxxxxx LLCLadies & Gentlemen: The undersigned is an owner of shares of common stock, the sole book-running manager and representative par value $0.001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxxxxx LLC (“Jefferies”), Xxxxx and Company, LLC (“Cowen”) and Xxxxx Xxxxxxx & Co. (“Piper”) will act as the representatives 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 Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the CompanyOffering. Annex A sets forth definitions for capitalized terms used in this letter agreement that are not defined in the body of this agreement. Those definitions are a part of this 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 Xxxxxxxxx, Xxxxx and Xxxxx, which may withhold their consent in their sole discretion: · Sell or Offer to Sell any 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, · make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or · publicly announce any intention to do any of the foregoing. Notwithstanding the foregoing, the undersigned may enter into a written trading plan with a broker meeting the requirements of Rule 10b5-1(c)(1) of the Exchange Act (a “Rule 10b5-1 Plan”) during the Lock-up Period, provided that any such Rule 10b5-1 Plan shall specify that no sales of securities subject to this letter agreement may be sold for the undersigned’s [Class A Common Stock] [Warrants] [Units] held benefit pursuant to the Rule 10b5-1 Plan prior to the expiration of the Lock-up Period and, provided further, that no public announcement of such Rule 10b5-1 Plan shall be required or shall be voluntarily made by [or on behalf of the Sponsor] [certain officers undersigned or directors] [the Company during the Lock-up Period. In addition, the foregoing restrictions shall not apply to the transfer of Shares or Related Securities by gift, or by will or intestate succession to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member; provided, however, that in any such case, it shall be a condition to such transfer that: · each transferee executes and delivers to Xxxxxxxxx, Xxxxx and Cowen an agreement in form and substance satisfactory to Xxxxxxxxx, Xxxxx and Cowen stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee had been an original signatory hereto), and · prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer. The undersigned acknowledges and agrees that written notice by Xxxxxxxxx, Xxxxx and Cowen to the Company of any extension of the 90-day initial lock-up period will be deemed to have been given to, and received by, the undersigned. The initial Lock-up Period will commence on the date of this agreement and continue for 90 days after the public offering date set forth on the final prospectus used to sell the Shares (the “Public Offering Date”) pursuant to the Underwriting Agreement; provided, however, that if (1) during the last 17 days of the initial Lock-up Period, the Company releases earnings results or announces material news or a material event or (2) prior to the expiration of the initial Lock-up Period, the Company announces that it will release earnings results during the 15-day period following the last day of the initial Lock-up Period, then in each case the Lock-up Period will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension. If the undersigned is an officer or director] director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Shares the undersigned may purchase or otherwise receive in the Offering (including pursuant to a directed share program). In addition, if the undersigned is an officer or director of the Company, (i) Jefferies agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Shares, Jefferies 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 Jefferies hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The [waiver] [release] provisions of this paragraph will take not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter agreement that are applicable to the transferor to the extent and for the duration that such terms remain in effect on [Date]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 Shares 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 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 securities may be sold on stabilization or after such date. This press release is not an offer for manipulation of the price of any security of the Company to facilitate the sale of the securities in the United States or in any other jurisdiction where such offer is prohibitedShares. The undersigned will not, and will cause any Family Member not to take, directly or indirectly, any such securities may 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 offered or sold 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 United States absent registration or an exemption from registration under laws of the U.S. Securities Act State of 1933, as amended.New York. Signature
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 hereof and the contribution provisions of Section 99 hereof, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 and Section 9 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS GENESIS PARK ACQUISITION CORP. By: Name: Title: 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: Xxxx Xxxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 A Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal 20,000,000 23,000,000 Total 10,000,000 11,500,000 20,000,000 23,000,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.INFORMATION
Appears in 1 contract
Samples: Underwriting Agreement (Genesis Park Acquisition Corp.)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPEPIZYME, INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer 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 CITIGROUP GLOBAL MARKETS INC. XXXXX AND COMPANY, 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 CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director XXXXX AND COMPANY, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Xxxxxxxxx LLC 105,001 Citigroup Global Markets Inc. 105,001 Xxxxx and Company, LLC 59,347 Wedbush Securities Inc. 24,347 X.X. Xxxxxxxxxx & Co., LLC 10,652 Total 304,348 Schedule B Free Writing Prospectuses Included in the Time of Sale Prospectus None Schedule C Pricing Information Included in the Time of Sale Prospectus Price per Offered Share to the Public: $ 115.00 Number of Firm Shares: 304,348 Number of Optional Shares: 45,652 Conversion Price of Offered Securities Shares $ 11.50 Concurrent Public Offering of Common Shares Price per Common Share to the Public: $ 11.50 Number of Common Shares to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units Offered: 10,000,000 Number of Common Shares Subject to be Sold to Option: 1,500,000 Exhibit A Form of Lock-up Agreement Epizyme, Inc. Public Offering of Common Stock [__], 2019 Xxxxxxxxx LLC Public Subtotal Column A-2 Units Citigroup Global Markets Inc. Xxxxx and Company, LLC As Representatives of the several Underwriters c/o Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to be Sold you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), among Epizyme, Inc., a Delaware corporation (the “Company”), and you as representatives (the “Representatives”) of a group of underwriters (the “Underwriters”) named therein, relating to Investors Identified by Sponsor an underwritten public offering of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company (the “Offering”). In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if (“Jefferies”) or Citigroup Global Markets Inc. (“Citi”), offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the underwriters exercise their over-allotment option disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in full. The underwriting discounts and commissions shall be $0.55 per unitprivity with the undersigned or any affiliate of the undersigned), directly or indirectly, including $0.35 per unit the filing (or participation in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion filing) of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed (other than a registration statement on Form S-8) with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. Commission (the “CompanySEC”) announced today that Xxxxxxxxx LLCin respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the sole book-running manager and representative meaning of Section 16 of the underwriters in Securities Exchange Act of 1934, as amended (the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date]“Exchange Act”), and the securities may be sold on or after such date. This press release is not an offer for sale rules and regulations of the SEC promulgated thereunder with respect to, any shares of capital stock of the Company or any securities in convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period from the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in date hereof until 60 days after the United States absent registration or an exemption from registration under date of the U.S. Securities Act of 1933, as amendedUnderwriting Agreement.
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPSIERRA ONCOLOGY, INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Financial Officer 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: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Jefferies LLC 14,250,000 Wedbush Securities Inc. 2,375,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 2,375,000 Total 19,000,000 Schedule B Free Writing Prospectuses Included in the Time of Sale Prospectus None Schedule C Pricing Information Included in the Time of Sale Prospectus Price per share to the public: $2.25 Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public shares being sold by the Company: 19,000,000 Exhibit A Form of Lock-up Agreement , 2018 Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion As Representative of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Several Underwriters c/o Jefferies LLC, LLC 000 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. 00000 RE: Sierra Oncology, Inc., f/k/a ProNAi Therapeutics, Inc. (the “Company”) announced today that Xxxxxxxxx LLCLadies & Gentlemen: The undersigned is an owner of shares of common stock, the sole book-running manager and representative par value $0.001 per share, of the Company (the “Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxxxxx LLC will act as representative (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 Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Company’s [Class Offering. Annex A Common Stock] [Warrants] [Units] held by [sets forth definitions for capitalized terms used in this letter agreement that are not defined in the Sponsor] [certain officers or directors] [an officer or director] body of this agreement. Those definitions are a part of this agreement. In consideration of the Company. The [waiver] [release] will take effect on [Date]foregoing, and for other good and valuable consideration, the securities may be sold on or after such date. This press release is receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period, the undersigned will not an offer for sale (and will cause any Family Member not to), without the prior written consent of the securities Representative, which may withhold its consent in its sole discretion: • Sell or Offer to Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the United States Exchange Act) by the undersigned or in such Family Member, • enter into any other jurisdiction where such offer is prohibitedSwap, and such securities may not be offered • make any demand for, or sold in exercise any right with respect to, the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933the offer and sale of any Shares or Related Securities, as amendedor cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing.
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 and Section 9 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS CLARIM ACQUISITION CORP. By: /s/ Xxxxx X. XxXxxx Name: Xxxxx X. XxXxxx Title: Chief Executive Officer 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 By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Managing Director For itself and as Representative of the other several Underwriters named in the attached listed on Schedule X. XXXXXXXXX LLC By: Name: Title: A hereto Schedule A Underwriters Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx 20,000,000 BTIG, LLC Investor Subtotal 5,000,000 Total 10,000,000 11,500,000 25,000,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion Time of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.Delivery Information
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPEL POLLO LOCO HOLDINGS, INC. By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: CFO 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 XXXXXX XXXXXXX & CO. LLC Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx 2,571,429 Xxxxxx Xxxxxxx & Co. LLC Investor Subtotal 2,571,429 Xxxxxx X. Xxxxx & Co. Incorporated 857,142 Xxxxxxx Xxxxx & Company, L.L.C. 642,857 Xxxxxx, Xxxxxxxx & Company, Incorporated 500,000 Total 10,000,000 11,500,000 7,142,857 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses Included in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion Time of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Sale Prospectus None. Schedule C Permitted Section 5(d) Communications · [ ] None. Exhibit A Form of Press Release Therapeutics Acquisition Corp. Lock-up Agreement [Date] Therapeutics Acquisition Corp. —], 2014 XXXXXXXXX LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 XXXXXX XXXXXXX & CO. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representatives of the several Underwriters RE: El Pollo Loco Holdings, Inc. (the “Company”) announced today that Xxxxxxxxx LLCLadies & Gentlemen: The undersigned is an owner of shares of common stock, the sole book-running manager and representative par value $0.01 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxxxxx LLC (“Jefferies”) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) will act as the representatives 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 Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction 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 agreement. Those definitions are a part of this 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 Jefferies and Xxxxxx Xxxxxxx, which may withhold their consent in their sole discretion: • Sell or Offer to Sell any 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, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The foregoing will not apply to the registration of the offer and 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 restrictions shall not apply to: (i) the transfer of Shares or Related Securities by (a) gift, or by will or intestate succession to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member (b) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or (c) as a distribution or transfer to: (x) general partners, limited partners, members, stockholders or affiliates of the undersigned or (y) any corporation, partnership, limited liability company or other entity which controls or is controlled by the undersigned or to entities under common control with the undersigned and/or Family Members of the undersigned; provided, however, that in any such case, it shall be a condition to such transfer that (a) each transferee executes and delivers to Jefferies and Xxxxxx Xxxxxxx an agreement in form and substance satisfactory to Jefferies and Xxxxxx Xxxxxxx stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee had been an original signatory hereto), and (b) prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer, and (ii) transfers of Shares or Related Securities pursuant to a liquidation, tender offer, merger, consolidation, stock exchange or similar transaction that results in all of the Company’s stockholders having the right to exchange their Shares or Related Securities for cash, securities or other property; provided, that if any such liquidation, tender offer, merger, consolidation, stock exchange or similar transaction is not consummated, such Shares and/or Related Securities shall remain subject to this agreement. [Class A Common Stock] [Warrants] [Units] held by [If the Sponsor] [certain officers or directors] [undersigned is an officer or director] director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Shares the undersigned may purchase or otherwise receive in the Offering (including pursuant to a directed share program).] In addition, if the undersigned is an officer or director of the Company, (i) Jefferies and Xxxxxx Xxxxxxx 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 Shares, Jefferies and/or Xxxxxx Xxxxxxx 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 Jefferies and Xxxxxx Xxxxxxx hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The [waiver] [release] provisions of this paragraph will take not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter agreement that are applicable to the transferor to the extent and for the duration that such terms remain in effect on [Date]at the time of the transfer. Notwithstanding anything herein to the contrary, nothing herein shall prevent (i) any exercise (including a cashless exercise) of options or warrants to purchase Shares or Related Securities or the conversion or exchange of any equity security held by the undersigned, individually or as a fiduciary, pursuant to employee benefit plans or arrangements described in the Registration Statement, the Time of Sale Prospectus and the Prospectus (each as defined in the Underwriting Agreement), into Shares, including the payment of taxes (estimated or otherwise) due as a result of such exercise with respect to options outstanding as of the date hereof; provided that any Shares received upon such exercise, conversion or exchange will be subject to this letter agreement, or (ii) the undersigned from establishing a contract, instruction or plan in accordance with Rule 10b5-1 under the Exchange Act or from amending the same, so long as there are no direct or indirect offers, sales, pledges or distributions of securities of the Company under such plans during the Lock-Up Period, and no filing or other public announcement of the securities may execution of such plan shall be sold on required or after such datevoluntarily made by the undersigned or the Company during the Lock-Up Period. This press release is not an 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 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 for 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. 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 securities in the United States or in any other jurisdiction where such offer is prohibitedShares. The undersigned will not, and will cause any Family Member not to take, directly or indirectly, any such securities may 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 offered 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 shall lapse and become null and void if (i) the Offering shall not have occurred on or before December 31, 2014, (ii) prior to the execution of the Underwriting Agreement by the parties thereto, either Jefferies or Xxxxxx Xxxxxxx, on the one hand, or the Company, on the other hand, notifies the other(s) in writing that it does not intend to proceed with the Offering or (iii) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder. This letter agreement shall be governed by, and construed in accordance with, the United States absent registration laws of the State of New York. Signature Printed Name of Person Signing (Indicate capacity of person signing if signing as custodian or trustee, or on behalf of an exemption from registration under the U.S. Securities Act of 1933, as amended.entity)
Appears in 1 contract
Samples: Underwriting Agreement (El Pollo Loco Holdings, Inc.)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereofOffering, except for those specific provisions of the Engagement Letter between the Company and the Representative, dated as of July 26, 2022 and extended by the parties on August 7, 2023 (the “Engagement Letter”) that are not related to the Offering, each of which provisions shall remain in full force and effect for the term of the Engagement Letter. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 97, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 and Section 9 hereof 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus prospectus and the IPO Prospectus (and any amendments and supplements to the foregoingthereto), as contemplated required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORP. VS Media Holdings Limited By: Name: Nxx Fan Wxxx Title: CEO The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative in New York, New York Underwriters as of the date first above written. XXXXXXXXX LLC Acting individually For itself and as Representative on behalf of the several Underwriters named in the attached listed on Schedule X. XXXXXXXXX A hereto UNIVEST SECURITIES, LLC By: Name: Exxxx Xxx Title: Schedule CEO SCHEDULE A Underwriters Total Underwriter Number of Firm Securities to be Purchased Shares Univest Securities, LLC Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule SCHEDULE B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.Issuer Free Writing Prospectus(es)
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPFATE THERAPEUTICS, INC. By: /s/ J. Xxxxx Xxxxxxx Name: J. Xxxxx Xxxxxxx Title: Chief Executive Officer 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 CITIGROUP GLOBAL MARKETS INC. Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx 2,838,000 Citigroup Global Markets Inc. 2,838,000 SVB Leerink LLC Investor Subtotal 1,720,000 Xxxxx Fargo Securities, LLC 688,000 Wedbush Securities Inc. 258,000 Cantor Xxxxxxxxxx & Co. 258,000 Total 10,000,000 11,500,000 8,600,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses Included in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion Time of Sale Prospectus None. Exhibit A EXHIBIT A Form of Opinion of Company Counsel [Attached] Xxxxxxx X-0 EXHIBIT B-1 Form of Opinion of Xxxxx Day [Attached] Exhibit B-2 EXHIBIT B-2 Form of Opinion of Xxxxxxxxx Xxxxxxx LLP [Attached] Exhibit C Form of Lock-up Agreement September [•], 2019 XXXXXXXXX LLC CITIGROUP GLOBAL MARKETS INC. As Representatives of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, several Underwriters c/o JEFFERIES LLC 000 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 0000000000 c/o CITIGROUP GLOBAL MARKETS INC. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 RE: Fate Therapeutics, Inc. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.Ladies & Gentlemen:
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 10 and the contribution provisions of Section 911, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 10 and Section 9 11 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. [Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company and the Principal Banking Subsidiary 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, THERAPEUTICS ACQUISITION CORPFIRST CITIZENS BANCSHARES, INC. By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Chief Financial Officer FIRST-CITIZENS BANK & TRUST COMPANY By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative Underwriter 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 XXXXX XXXXXXX & CO. By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.Free Writing Prospectuses
Appears in 1 contract
Samples: Underwriting Agreement (First Citizens Bancshares Inc /De/)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPXERIS PHARMACEUTICALS, INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: President, Chief Executive Officer and Chairman 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 LEERINK LLC Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director SVB LEERINK LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Principal Amount Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx $33,750,000 SVB Leerink LLC Investor Subtotal 33,750,000 RBC Capital Markets, LLC 4,500,000 Mizuho Securities USA LLC 3,000,000 Total 10,000,000 11,500,000 $75,000,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses Included in the aggregate payable to Time of Sale Prospectus Term sheet containing the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion terms of the initial Business Combination in accordance with the Trust Agreement. The amounts Securities, substantially in the Trust Account may be invested only in U.S. government treasury bills with a maturity form of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C. Schedule C [Pricing Term Sheet] Schedule D Permitted Section 5(d) Communications · [ ] None. Exhibit A Form of Press Release Therapeutics Acquisition Corp. Opinion of Company Counsel [DateTo come.] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative Exhibit B Form of the underwriters in the Company’s recent public sale Opinion of Units, are Xeris Patent Counsel [waivingTo come.] [releasing] a lockExhibit C Form of Lock-up restriction with respect to the Company’s Agreement [Class A Common StockCirculated separately] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], Exhibit D Directors and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.Officers Signing Lock-Up Agreement Directors: XX Xxxxxxx Xxxx Xxxxxxx Xxxxx Xxxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxx Theirer Officers: Xxxx Xxxxx Xxxxx Xxxxxxx Xxxx Xxxxxxx Xxxxxx Xxxxxxxxxxx Xxx Xxxxxxx Xxxx Xxxxx
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and may be delivered by facsimile transmission or by electronic delivery of a portable document format (PDF) file. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section Article and Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9Section 6, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 and Section 9 Section 6 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale each Free Writing Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. terms Very truly yours, THERAPEUTICS ACQUISITION CORPSOL-GEL TECHNOLOGIES LTD. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative Agent 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: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Schedule MD EXHIBIT A Underwriters Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx ISSUANCE NOTICE [Date] Jefferies LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ 00000 Attn: [__________] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. Reference is made to the Open Market Sale Agreement between Sol-Gel Technologies Ltd. (the “Company”) announced today and Xxxxxxxxx LLC (the “Agent”) dated as of May 31, 2019. The Company confirms that Xxxxxxxxx LLC, all conditions to the sole book-running manager and representative delivery of this Issuance Notice are satisfied as of the underwriters date hereof. Date of Delivery of Issuance Notice (determined pursuant to Section 3(b)(i)): _______________________ Issuance Amount (equal to the total Sales Price for such Shares): $___________________________________ Number of days in Selling Period: ____________________________________ First date of Selling Period: ____________________________________ Last date of Selling Period: ____________________________________ Settlement Date(s) if other than standard T+2 settlement: ____________________________________ Floor Price Limitation (in no event less than $1.00 without the prior written consent of the Agent, which consent may be withheld in the CompanyAgent’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.sole discretion): $ ____ per Share Comments: _______________________________________________________________________________________________ _____________________________ By: Name: Title:
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 and Section 9 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS LIVE OAK MOBILITY ACQUISITION CORP. By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Chief Financial Officer, President and Secretary 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 BofA SECURITIES, INC. Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director, Head of US Equity Capital Markets BOFA SECURITIES, INC. By: /s/ Xxxxxx Xxxxxx Name:Xxxxxx Xxxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC 13,667,500 15,977,500 BofA Securities, Inc. 5,857,500 6,847,500 Public Subtotal 19,525,000 22,825,000 Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC 1,732,500 1,732,500 BofA Securities, Inc. 742,500 742,500 Investor Subtotal 2,475,000 2,475,000 Total 10,000,000 11,500,000 22,000,000 25,300,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Live Oak Mobility Acquisition Corp. priced 10,000,000 22,000,000 units at $10.00 per unit plus an additional 1,500,000 3,300,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and BofA Securities, Inc., Xxx Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.Communications
Appears in 1 contract
Samples: Underwriting Agreement (Live Oak Mobility Acquisition Corp.)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 and Section 9 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS FAST ACQUISITION CORP. II By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer 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: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal 20,000,000 23,300,000 Total 10,000,000 11,500,000 20,000,000 23,300,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics FAST Acquisition Corp. II priced 10,000,000 20,000,000 units at $10.00 per unit plus an additional 1,500,000 3,000,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Pre-Marketing Presentation, dated February 2021. Exhibit A Form of Press Release Therapeutics FAST Acquisition Corp. II [Date] Therapeutics FAST Acquisition Corp. II (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are is [waiving] [releasing] a lock-up restriction with respect to the Company’s [shares of Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold or otherwise disposed of on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 and Section 9 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORP. USA Acquisition Corp. By: Name: Title: [Signature Page to Underwriting Agreement] 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 JXXXXXXXX LLC Acting individually and as Representative of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC A. By: Name: Title: Schedule A Underwriters Total Number of Firm Securities to be Purchased Jxxxxxxxx LLC [●] BTIG, LLC [●] [●] [●] Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 15,000,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.INFORMATION
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPLIQUIDIA TECHNOLOGIES, INC. By: Name: Title: 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 XXXXX AND COMPANY, LLC Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: Name: Title: XXXXX AND COMPANY, LLC By: Name: Title: Schedule A Underwriters Total Number of Firm Securities Shares Underwriters to be Purchased Xxxxxxxxx LLC [•] Xxxxx & Company, LLC [•] Xxxxxxx & Company, LLC [•] Wedbush PacGrow Healthcare [•] Total [•] Schedule B Free Writing Prospectuses Included in the Time of Sale Prospectus [None.] Pricing Information Included in the Time of Sale Prospectus Price per share to the public: $ [•] Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified shares being sold by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable Company: [•] Number of shares potentially issuable pursuant to the Underwriters for deferred underwriting commissions option to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. purchase additional shares: [•] Schedule C Permitted Section 5(d) Communications · [ [None.] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.A
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPEL POLLO LOCO HOLDINGS, INC. By: Name: Title: [Signature page to Underwriting Agreement] ON BEHALF OF THE SELLING STOCKHOLDERS. By: As Attorney-in-fact Name: By: As Attorney-in-fact Name: [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 JEFFERIES LLC XXXXXX XXXXXXX & CO. LLC Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: Name: Title: XXXXXX XXXXXXX & CO. LLC By: Name: Title: Schedule A Underwriters Total Selling Stockholders Number of Firm Securities Shares to be Sold Maximum Number of Optional Shares to be Sold Total: 6,000,000 900,000 Schedule B Underwriters Number of Firm Shares to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx [—] Xxxxxx Xxxxxxx & Co. LLC Investor Subtotal [—] Xxxxxx X. Xxxxx & Co. Incorporated [—] Xxxxxxx Xxxxx & Company, L.L.C. [—] Xxxxxx, Xxxxxxxx & Company, Incorporated [—] Total 10,000,000 11,500,000 6,000,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit C Free Writing Prospectuses Included in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion Time of the initial Business Combination in accordance with the Trust AgreementSale Prospectus None. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity Schedule D Permitted Section 5(d) Communications None. Exhibit A Form of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, Lock-up Agreement [—] XXXXXXXXX LLC 000 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 0000000000 XXXXXX XXXXXXX & CO. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representatives of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. the several Underwriters RE: El Pollo Loco Holdings, Inc. (the “Company”) announced today Ladies & Gentlemen: The undersigned is an owner of shares of common stock, par value $0.01 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxxxxx LLC (“Jefferies”) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) will act as the representatives of the underwriters. The undersigned recognizes that Xxxxxxxxx LLCthe Offering will benefit each of the Company, the sole book-running manager selling stockholders named in the Underwriting Agreement (the “Selling Stockholders”) and representative the undersigned. The undersigned acknowledges that the underwriters are relying on the representations and agreements of the underwriters undersigned contained in this letter agreement in conducting the Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company and the Selling Stockholders 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 agreement. Those definitions are a part of this 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 Jefferies and Xxxxxx Xxxxxxx, which may withhold their consent in their sole discretion: • Sell or Offer to Sell any 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, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The foregoing will not apply to the registration of the offer and 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 restrictions shall not apply to: (i) the transfer of Shares or Related Securities by (a) gift, or by will or intestate succession to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member (b) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or (c) as a distribution or transfer to: (x) general partners, limited partners, members, stockholders or affiliates of the undersigned or (y) any corporation, partnership, limited liability company or other entity which controls or is controlled by the undersigned or to entities under common control with the undersigned and/or Family Members of the undersigned; provided, however, that in any such case, it shall be a condition to such transfer that (a) each transferee executes and delivers to Jefferies and Xxxxxx Xxxxxxx an agreement in form and substance satisfactory to Jefferies and Xxxxxx Xxxxxxx stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee had been an original signatory hereto), and (b) prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer, and (ii) transfers of Shares or Related Securities pursuant to a liquidation, tender offer, merger, consolidation, stock exchange or similar transaction that results in all of the Company’s [Class A Common Stock] [Warrants] [Units] held by [stockholders having the Sponsor] [certain officers right to exchange their Shares or directors] [Related Securities for cash, securities or other property; provided, that if any such liquidation, tender offer, merger, consolidation, stock exchange or similar transaction is not consummated, such Shares and/or Related Securities shall remain subject to this agreement. In addition, if the undersigned is an officer or director] director of the Company, (i) Jefferies and Xxxxxx Xxxxxxx 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 Shares, Jefferies and/or Xxxxxx Xxxxxxx 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 Jefferies and Xxxxxx Xxxxxxx hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The [waiver] [release] provisions of this paragraph will take not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter agreement that are applicable to the transferor to the extent and for the duration that such terms remain in effect on [Date]at the time of the transfer. Notwithstanding anything herein to the contrary, nothing herein shall prevent (i) any exercise (including a cashless exercise) of options or warrants to purchase Shares or Related Securities or the conversion or exchange of any equity security held by the undersigned, individually or as a fiduciary, pursuant to employee benefit plans or arrangements described in the Registration Statement, the Time of Sale Prospectus and the Prospectus (each as defined in the Underwriting Agreement), into Shares, including the payment of taxes (estimated or otherwise) due as a result of such exercise with respect to options outstanding as of the date hereof; provided that any Shares received upon such exercise, conversion or exchange will be subject to this letter agreement, or (ii) the undersigned from establishing a contract, instruction or plan in accordance with Rule 10b5-1 under the Exchange Act or from amending the same, so long as there are no direct or indirect offers, sales, pledges or distributions of securities of the Company under such plans during the Lock-Up Period, and no filing or other public announcement of the securities may execution of such plan shall be sold on required or after such datevoluntarily made by the undersigned or the Company during the Lock-Up Period. This press release is not an offer for 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 Related Securities held by the undersigned and the undersigned’s Family Members, if any, except in compliance with the foregoing restrictions. 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 securities in the United States or in any other jurisdiction where such offer is prohibitedShares. The undersigned will not, and will cause any Family Member not to take, directly or indirectly, any such securities may 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 offered made pursuant to the Underwriting Agreement, the terms of which are subject to negotiation between the Company, the Selling Stockholders 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 shall lapse and become null and void if (i) the Offering shall not have occurred on or before February 15, 2015, (ii) prior to the execution of the Underwriting Agreement by the parties thereto, either Jefferies or Xxxxxx Xxxxxxx, on the one hand, or the Company, on the other hand, notifies the other(s) in writing that it does not intend to proceed with the Offering or (iii) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder. This letter agreement shall be governed by, and construed in accordance with, the United States absent registration laws of the State of New York. Signature Printed Name of Person Signing (Indicate capacity of person signing if signing as custodian or trustee, or on behalf of an exemption from registration under the U.S. Securities Act of 1933, as amended.entity)
Appears in 1 contract
Samples: Underwriting Agreement (El Pollo Loco Holdings, Inc.)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 and Section 9 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS LIVE OAK ACQUISITION CORP. By: /s/ Xxxx X. Xxxxxxxxxx, Xx. Name: Xxxx X. Xxxxxxxxxx, Xx. Title: President 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: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC 14,437,500 16,687,500 BMO Capital Markets Corp. 2,406,250 2,781,250 BTIG, LLC 2,406,250 2,781,250 Public Subtotal 19,250,000 22,250,000 Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC 562,500 562,500 BMO Capital Markets Corp. 93,750 93,750 BTIG, LLC 93,750 93,750 Investor Subtotal 750,000 750,000 Total 10,000,000 11,500,000 20,000,000 23,000,000 36 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Live Oak Acquisition Corp. priced 10,000,000 20,000,000 units at $10.00 per unit plus an additional 1,500,000 3,000,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] ● Pre-Marketing Presentation, dated February 2020. 38 Exhibit A Form of Press Release Therapeutics Live Oak Acquisition Corp. [Date] Therapeutics Live Oak Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain Sponsor][certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 and Section 9 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION RESEARCH ALLIANCE CORP. II By: /s/ Txxx Xxxxxxx Name: Txxx Xxxxxxx Title: Chief Executive Officer 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 JXXXXXXXX LLC Acting individually and as Representative of the several Underwriters named in the attached Schedule X. A. XXXXXXXXX LLC By: /s/ Sxxxx Xxxxxxxx Name: Sxxxx Xxxxxxxx Title: Managing Director Schedule A Underwriters Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units Shares to be Sold to Public Xxxxxxxxx Jxxxxxxxx LLC 13,000,000 14,950,000 Public Subtotal 13,000,000 14,950,000 Column A-2 Units Shares to be Sold to Investors Identified by Sponsor Xxxxxxxxx Jxxxxxxxx LLC - - Investor Subtotal - - Total 10,000,000 11,500,000 13,000,000 14,950,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Research Alliance Corp. II priced 10,000,000 units 13,000,000 shares of Class A common stock at $10.00 per unit share plus an additional 1,500,000 units 1,950,000 shares of Class A Common Stock if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unitshare, including $0.35 per unit share in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units shares of Class A common stock will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 500 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ [None.] Exhibit A Form of Press Release Therapeutics Acquisition Research Alliance Corp. II [Date] Therapeutics Acquisition Research Alliance Corp. II (the “Company”) announced today that Xxxxxxxxx Jxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of UnitsShares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] Stock held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.
Appears in 1 contract
Samples: Underwriting Agreement (Research Alliance Corp. II)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 Section 9 and the contribution provisions of Section 9Section 10, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 Section 9 and Section 9 Section 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPAEROVATE THERAPEUTICS, INC. By: Name: Title: 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 JXXXXXXXX LLC CXXXX AND COMPANY, LLC EVERCORE GROUP L.L.C. Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. A. XXXXXXXXX LLC By: Name: Title: CXXXX AND COMPANY, LLC By: Name: Title: EVERCORE GROUP L.L.C. By: Name: Title: Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Jxxxxxxxx LLC [●] Cxxxx and Company, LLC [●] Evercore Group L.L.C. [●] Wedbush Securities Inc. [●] Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 [●] Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit Free Writing Prospectuses Included in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion Time of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Sale Prospectus Schedule C Permitted Section 5(d) Communications · [ [●] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Lock-up Agreement ______________, 2021 Jxxxxxxxx LLC Cxxxx and Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative LLC As Representatives of the underwriters in the Company’s recent public sale of UnitsSeveral Underwriters c/o Xxxxxxxxx LLC 500 Xxxxxxx Xxxxxx Xxx Xxxx, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.Xxx Xxxx 00000 and
Appears in 1 contract
Samples: Underwriting Agreement (Aerovate Therapeutics, Inc.)
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPTHERAPEUTICSMD, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Chief Financial Officer 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: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director [Signature Page to Underwriting Agreement] Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Jefferies LLC 23,529,412 Noble Financial Capital Markets 5,882,353 Total 29,411,765 Schedule B Free Writing Prospectuses Included in the Time of Sale Prospectus None. Schedule C Pricing Information Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their Shares being offered: 29,411,765 shares Underwriters’ over-allotment option in full. The underwriting option: 4,411,765 shares Price per Share to the public: $1.70 Net proceeds after discounts and commissions shall be $0.55 per unitbut before expenses: Approximately $ 46.5 million Exhibit D Form of Lock-up Agreement , including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion 2013 Xxxxxxxxx LLC As Representative of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Several Underwriters c/o Jefferies LLC, LLC 000 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. 00000 RE: TherapeuticsMD, Inc. (the “Company”) announced today that Xxxxxxxxx LLCLadies & Gentlemen: The undersigned is an owner of shares of common stock, par value $0.001 per share, of the sole book-running manager and Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Jefferies LLC (“Jefferies”) 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 Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction 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 agreement. Those definitions are a part of this 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 Jefferies, which may withhold its consent in its sole discretion: • Sell or Offer to Sell any 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, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The foregoing will not apply to the registration of the offer and 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 restrictions shall not apply to the transfer of Shares or Related Securities by gift, or by will or intestate succession to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member; provided, however, that in any such case, it shall be a condition to such transfer that: • each transferee executes and delivers to Jefferies an agreement in form and substance satisfactory to Jefferies stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee had been an original signatory hereto), and • prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer. The undersigned acknowledges and agrees that written notice by Jefferies to the Company of any extension of the 90-day initial lock-up period as contemplated herein will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this letter agreement during the period from the date of this letter agreement through the close of trading on the date that is the 34th day following the expiration of the 90-day initial lock-up period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take any such action unless the undersigned has received written confirmation from the Company that the Lock-Up Period has expired. The undersigned further agrees that the foregoing provisions shall be equally applicable to any Company’s [Class A Common Stock] [Warrants] [Units] held by [-directed Shares the Sponsor] [certain officers undersigned may purchase or directors] [otherwise receive in the Offering (including pursuant to a directed share program). In addition, if the undersigned is an officer or director] director of the Company, (i) Jefferies agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Shares, Jefferies 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 Jefferies hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The [waiver] [release] provisions of this paragraph will take not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter agreement that are applicable to the transferor to the extent and for the duration that such terms remain in effect on [Date]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 Shares 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 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 securities may be sold on stabilization or after such date. This press release is not an offer for manipulation of the price of any security of the Company to facilitate the sale of the securities in the United States or in any other jurisdiction where such offer is prohibitedShares. The undersigned will not, and will cause any Family Member not to take, directly or indirectly, any such securities may 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 offered 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. Signature Printed Name of Person Signing (Indicate capacity of person signing if signing as custodian or sold in the United States absent registration trustee, or on behalf of an exemption from registration under the U.S. Securities Act of 1933, as amended.entity)
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPFLEX PHARMA, INC. By: Name: Title: 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 XXXXX XXXXXXX & CO. Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: Name: Title: XXXXX XXXXXXX & CO. By: Name: Title: Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Jefferies LLC [·] Xxxxx Xxxxxxx & Co. [·] JPM Securities LLC [·] Cantor Xxxxxxxxxx & Co. [·] Xxxx Capital Partners LLC [·] Total Number [·] Schedule B Free Writing Prospectuses Included in the Time of Offered Securities Sale Prospectus [to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 added] Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.C
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 9 and the contribution provisions of Section 910, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 9 and Section 9 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus Prospectus, each free writing prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPMIRATI THERAPEUTICS, INC. By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx, M.D., Ph.D. Title: President and Chief Executive Officer 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 LEERINK PARNTERS LLC Acting individually and as Representative of the several Underwriters named in the attached Schedule X. XXXXXXXXX A. LEERINK PARTNERS LLC By: /s/ J. Xxxx Xxxxxxxx Name: J. Xxxx Xxxxxxxx Title: Chief Compliance Officer Schedule A Underwriters Total Number of Firm Securities Shares to be Purchased Total Number of Offered Securities Pre-Funded Warrants to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx Leerink Partners LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal 4,350,176 7,258,263 Total 10,000,000 11,500,000 4,350,176 7,258,263 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit B-1 Free Writing Prospectuses Included in the aggregate payable Time of Sale Prospectus None Schedule B-2 Pricing Information Included in the Time of Sale Prospectus Price per share to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released public: $5.60 Number of shares being sold: 4,350,176 Price paid per Pre-Funded Warrant: $5.599 Number of Pre-Funded Warrants being sold: 7,258,263 Number of shares potentially issuable pursuant to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant option to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] purchase additional shares: 652,526 Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. Lock-up Agreement , 2017 Leerink Partners LLC As Representatives of the several Underwriters c/o Leerink Partners LLC Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 RE: Mirati Therapeutics, Inc. (the “Company”) announced today that Xxxxxxxxx LLCLadies & Gentlemen: The undersigned is an owner of shares of common stock, the sole book-running manager and representative par value $0.001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Leerink Partners LLC will act as the Representative (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 Company’s recent public sale of UnitsOffering and, are [waiving] [releasing] at a lock-up restriction 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 agreement. Those definitions are a part of this 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 Representative, which may withhold its consent in its sole discretion: · Sell or Offer to Sell any 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, · make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or · publicly announce any intention to do any of the foregoing. The foregoing will not apply to the registration of the offer and 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 restrictions shall not apply to (i) the transfer of Shares or Related Securities to the Company in connection with the repurchase of Shares or Related Securities issued pursuant to an employee benefit plan, in connection with any contractual arrangement in effect on the date of this letter agreement that provides for the repurchase of Shares or Related Securities by the Company, or in connection with the termination of the undersigned’s [Class A Common Stock] [Warrants] [Units] held by [employment with the Sponsor] [certain officers Company; (ii) the transfer of Shares or directors] [an officer Related Securities pursuant to a bona fide third-party tender offer, merger, consolidation or director] other similar transaction made to all holders of the Company’s securities involving a change of control of the Company, provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Shares and Related Securities held by the undersigned shall remain subject to the provisions of this letter agreement; (iii) the transfer of Shares or Related Securities solely by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that each transferee executes and delivers to the Representative an agreement stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee had been an original signatory hereto); (iv) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity the transfer of Shares or Related Securities (A) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act) of the undersigned or (B) as part of a distribution by the undersigned to its shareholders, partners, members or other equity holders; (v) the transfer of Shares or Related Securities by gift, or by will or intestate succession; and (vi) the transfer of Shares or Related Securities to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned (or, if the undersigned is a trust, to any trustee or beneficiary of the undersigned) and/or a Family Member; provided, however, that in the case of clauses (iv), (v) and (vi), it shall be a condition to such transfer that: · each transferee executes and delivers to the Representative an agreement in form and substance satisfactory to the Representative stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee had been an original signatory hereto), and · prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer. In addition, notwithstanding the lock-up restrictions imposed by this letter agreement, the undersigned may at any time after the date hereof (i) exercise any options or warrants to purchase Shares (including by cashless exercise for the primary purpose of paying the exercise price of options or exercise to cover tax withholding obligations in connection with such exercise to the extent permitted by the instruments representing such options or warrants); provided, however, that in any such case the Shares issued upon exercise shall remain subject to the provisions of this letter agreement, or (ii) enter into a trading plan (a “New Plan”) meeting the requirements of Rule 10b5-1 under the Exchange Act relating to the sale of Shares, if then permitted by the Company and applicable law; provided that the Shares subject to such New Plan may not be sold during the Lock-up Period; provided further, that the Company is not required to report the establishment of such New Plan in any public report or filing with the Securities and Exchange Commission under the Exchange Act during the Lock-Up Period and does not otherwise voluntarily effect any such public filing or report regarding such New Plan. The [waiver] [release] will take effect on [Date]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 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 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 securities may be sold on stabilization or after such date. This press release is not an offer for manipulation of the price of any security of the Company to facilitate the sale of the securities in the United States or in any other jurisdiction where such offer is prohibitedShares. The undersigned will not, and will cause any Family Member not to take, directly or indirectly, any such securities may 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 offered made pursuant to the Underwriting Agreement, the terms of which are subject to negotiation between the Company and the underwriters. It is understood that, if (i) the Company notifies the Representative in writing that it does not intend to proceed with the Offering, (ii) if the Underwriting Agreement relating to the Offering is not executed by January 31, 2017, or (iii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated for any reason prior to payment for and delivery of the Firm Shares (as defined therein) to be sold thereunder, this letter agreement shall immediately be terminated and the undersigned shall automatically be released from all of his, her or its obligations under this letter agreement. 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 United States absent registration laws of the State of New York. Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) (indicate capacity of person signing if signing as custodian, trustee, or on behalf of an exemption from registration under the U.S. Securities Act of 1933, as amended.entity) Annex A
Appears in 1 contract
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings understandings, and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section Table of Contents and the Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 ("Indemnification") and the contribution provisions of Section 99 ("Contribution"), and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section Sections 8 and Section 9 hereof hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs affairs, and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoingthereto), as contemplated required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company 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, THERAPEUTICS ACQUISITION CORPANTHRACITE CAPITAL, INC. By: Name: Title: /s/ Xxxxxxx Xxxx ---------------------- Xxxxxxx Xxxx Chief Operating Officer and Chief Financial Officer 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 JMP SECURITIES LLC Acting individually and as Representative of the several Underwriters named in the Schedule A (the "List of the Underwriters") attached Schedule X. XXXXXXXXX hereto. By JMP SECURITIES LLC By: Name: Title: Schedule /s/ Xxxxxxx X. Xxxxx ---------------------- Xxxxxxx X. Xxxxx Managing Director SCHEDULE A List of the Underwriters Total Underwriters Number of Firm Securities to Common Shares To be Purchased Total Number of Offered ------------------------------------------------------ -------------------- JMP Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule ................................... 2,100,000 ------------------------------------------------------ -------------------- Total........................................ 2,100,000 ==================== SCHEDULE B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion List of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.Subsidiaries
Appears in 1 contract
General Provisions. Corero shall not be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control, including, without limitation, earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, pandemic, war or the inability to obtain sufficient supplies, transportation, or other essential service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree (each a "Force Majeure Event"); provided that: (i) Corero gives prompt written notice thereof to Service Provider; and (ii) Corero takes all reasonable steps to mitigate the effects on Service Provider of the Force Majeure Event. Failure by either party to enforce any term of this Agreement shall not be deemed a waiver of future enforcement of that or any term. The provisions of this Agreement are declared to be severable. If any provision of this Agreement is held to be unenforceable or invalid, the remaining provisions shall be given full effect, and the parties agree to negotiate, in good faith, a substitute valid provision that most nearly approximates the parties’ intent. Neither party may assign this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld. Notwithstanding the foregoing, no such consent is required if Corero assigns this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets to any third party who assumes the obligations of this Agreement. This Agreement Agreement, including all exhibits incorporated herein by reference constitutes the entire complete and exclusive agreement of for the parties to this Agreement Program and supersedes and replaces all prior or contemporaneous representations, understandings or agreements, written or oral oral, regarding such subject matter, and prevails over any conflicting and/or additional terms or conditions contained on printed forms such as purchase orders, sales acknowledgments or quotations. Only a written instrument agreed to and signed by authorised representatives of Service Provider and Corero may modify this Agreement. It is acknowledged and agreed that Corero's relationship with Service Provider is at all contemporaneous oral agreementstimes hereunder an independent contractor. Neither party shall have any authority to act on behalf of, understandings or legally bind the other, and negotiations with respect to the subject matter hereofneither party shall hold itself out as having any such authority. This Agreement may shall not be executed in two construed as creating a partnership or more counterparts, each one of which joint venture. All notices under this Agreement shall be an originalin writing and shall be sent to the parties at their respective addresses listed on the first page of this Agreement. Notices will be deemed given when: (i) delivered personally; (ii) sent by confirmed fax or scan via confirmed email; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a commercial overnight carrier, with written verification of receipt. During the same effect Term and for twelve (12) months thereafter, neither party shall solicit, induce, recruit or encourage any person employed by the other or engaged by the other to assist with performance hereunder to terminate his or her employment or engagement with such party and shall not hire such individual as if an employee or independent contractor. The foregoing restriction shall not apply to any employee who applies for a post with the signatures thereto other party which is advertised online or in any other manner provided that the employee in question has not been approached by the other party prior to that employee making such application. In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and hereto were upon the same instrumentcosts and expenses incurred. This Agreement may not shall be amended or modified unless governed by and construed in writing by all accordance with the substantive laws of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience Commonwealth of Massachusetts excluding choice-of-law provisions thereof that would mandate application of the parties only and shall not affect the construction or interpretation laws of this Agreementany other State. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding hereby irrevocably consents to submit to the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is fully informed regarding said provisions. Each exclusive jurisdiction of the parties hereto further acknowledges that the provisions of Section 8 and Section 9 hereof fairly allocate the risks state or Federal courts located in light of the ability of the parties to investigate the Company, its affairs and its business Massachusetts in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the IPO Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along connection with all counterparts hereof, shall become a binding agreement in accordance with its termsmatters arising out of this Agreement. Very truly yours, THERAPEUTICS ACQUISITION CORP. By[insert Service Provider company name] Signature: Date: Name: Title: 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 ByCorero Network Security Inc. Signature: Date: Name: Title: Schedule A Underwriters Total Number of Firm Securities to be Purchased Total Number of Offered Securities to be Purchased if Maximum Optional Securities are Purchased Column A-1 Units to be Sold to Public Xxxxxxxxx LLC Public Subtotal Column A-2 Units to be Sold to Investors Identified by Sponsor Xxxxxxxxx LLC Investor Subtotal Total 10,000,000 11,500,000 Schedule B TIME OF DELIVERY INFORMATION Therapeutics Acquisition Corp. priced 10,000,000 units at $10.00 per unit plus an additional 1,500,000 units if the underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per unit, including $0.35 per unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to the Offering may be obtained from Jefferies LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Schedule C Permitted Section 5(d) Communications · [ ] Exhibit A Form of Press Release Therapeutics Acquisition Corp. Training Introduction [Date] Therapeutics Acquisition Corp. (the “Company”) announced today that Xxxxxxxxx LLC, the sole book-running manager and representative of the underwriters in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Class A Common Stock] [Warrants] [Units] held by [the Sponsor] [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [DateDETAIL TO BE INSERTED], and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.
Appears in 1 contract
Samples: Cloud Protection Alliance Agreement
