Common use of Pricing Information Clause in Contracts

Pricing Information. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share [●] Annex A Annex B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B Annex C Expensify, Inc. Pricing Term Sheet [None.] Annex C Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2021 X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. BofA Securities, Inc. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: Expensify, Inc. --- Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Expensify, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.0001 per share the (“Class A Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of Common Stock equal to 15% of the Lock-Up Securities owned by undersigned on the date of the preliminary prospectus relating to the Public Offering. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned may:

Appears in 1 contract

Samples: Letter Agreement (Expensify, Inc.)

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Pricing Information. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share [●] Annex A Annex B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B Annex C Expensify, Inc. Pricing Term Sheet [None.] Annex C Acutus Medical, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT [●], 2021 X.X. Xxxxxx Securities XXXXXXX XXXXX & CO. LLC Citigroup Global Markets Inc. BofA Securities, Inc. As Representatives Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities Goldman Sachs & Co. LLC 000 Xxxxxxx Xxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities00000-0000 Re: Acutus Medical, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: Expensify, Inc. --- Initial —- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives Representative of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ExpensifyAcutus Medical, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.0001 0.001 per share (the (Class A Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities Xxxxxxx Xxxxx & Co. LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this the “Letter Agreement”) and ending at the close of business 180 90 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished that, as of the Representatives with the details of any transaction date hereof, the undersigned, or any of its affiliates, is not a party to as of the date hereof, which a transaction that would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding For the foregoingavoidance of doubt, if the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a current employee of party or under which the Company undersigned is entitled to any right or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of Common Stock equal to 15% of the Lock-Up Securities owned by undersigned on the date of the preliminary prospectus relating to the Public Offeringbenefit. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned may:

Appears in 1 contract

Samples: Acutus Medical, Inc.

Pricing Information. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] 0.50 per Share [●] Unit Number of Units Offered: 32,000,000 Units (consisting of (i) 32,000,000 shares of Common Stock (or Series C Warrants to purchase Common Stock at an exercise price of $0.50 per share in lieu of shares of Common Stock); and (ii) Series A Warrants to purchase 32,000,000 shares of Common Stock at an exercise price of $0.60 per share Underwriting Discount: 6.0% Closing Date: July 8, 2015 Annex A Annex B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B Annex C Expensify, Inc. Pricing Term Sheet [None.] Annex C Exhibit B-1 EXHIBIT A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT July 6, 2021 X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. BofA Securities, 2015 Canaccord Genuity Inc. As Representatives Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx00 Xxxx Xxxxxx, XX 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 c/o Citigroup Global Markets RE: EnteroMedics Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: Expensify, Inc. --- Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives Representative of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Expensify, EnteroMedics Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, $0.01 par value $0.0001 per share the (“Class A Common Stock”)share, of the Company (the “SecuritiesCommon Stock”) and Warrants to purchase Common Stock (the “Warrants”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock and Warrants, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC the Representative on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 30 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit option or warrant) (collectively with ), or publicly disclose the Common Stockintention to make any offer, the “Lock-Up Securities”)sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up SecuritiesCommon Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up SecuritiesCommon Stock or such other securities, in cash or otherwise, otherwise or (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, shares of Common Stock or (4) publicly disclose any security convertible into or exercisable or exchangeable for Common Stock without the intention to do any prior written consent of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownershipRepresentative, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement each case other than (or instrument provided for thereunderA) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number transfers of shares of Common Stock equal as a bona fide gift or gifts, (B) transfers to 15% any trust for the direct or indirect benefit of the undersigned or a member of the immediate family (as defined below) of the undersigned in a transaction not involving the disposition for value, or (C) transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary, or a member of the immediate family of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Securities owned Period). Furthermore, notwithstanding the restrictions imposed by undersigned on the date of the preliminary prospectus relating to the Public Offering. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned may:, without the prior written consent of the Representative, (i) exercise an option to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Company (provided that any shares issued upon such exercise shall remain subject to the restrictions set forth in clause (1) above), (ii) transfer shares of Common Stock acquired on the open market following the closing of the Public Offering or (iii) sell shares of Common Stock pursuant to the terms of a plan established under Rule 10b5-1 that was in existence prior to the date of this Letter Agreement (a “10b5-1 Plan”); provided that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer (other than a filing on a Form 5 if such filing is required by the Exchange Act, or a filing on Form 4 reporting a sale of Common Stock pursuant to a 10b5-1 Plan).

Appears in 1 contract

Samples: EnteroMedics Inc

Pricing Information. The purchase price per share to be paid by the Underwriters shall be $72.18. The public offering price per share is, as to each investor, the price paid by such investor. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share [●] 7,717,347 Annex A Annex B Written Testing-the-Waters Communications Forms of Opinion of Counsel for the Company and the Selling Stockholders [To list each TTW presentation used in TTW meetings.Attached] Annex B Annex C Expensify, Inc. Pricing Term Sheet [None.] Annex C Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT August 25, 2021 X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. BofA Securities, Inc. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o 2020 BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Expensify, Ceridian HCM Holding Inc. --- Initial Public Offering by Selling Stockholders Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Expensify, Ceridian HCM Holding Inc., a Delaware corporation (the “Company”) ), and the Selling Stockholders listed on certain stockholders named in Schedule 2 to the Underwriting AgreementAgreement (the “Selling Stockholders”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.0001 0.01 per share the (“Class A Common Stock”)share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 30 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”)) , (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock Stock, $0.01 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit option or warrant) (collectively with ), or publicly disclose the Common Stockintention to make any offer, the “Lock-Up Securities”)sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up SecuritiesCommon Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up SecuritiesCommon Stock or such other securities, in cash or otherwise, otherwise or (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of Common Stock equal to 15% of the Lock-Up Securities owned by undersigned on the date of the preliminary prospectus relating to the Public Offeringor any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, in addition The foregoing paragraph shall not apply to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned may:

Appears in 1 contract

Samples: Ceridian HCM Holding Inc.

Pricing Information. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Annex A Annex ANNEX B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B Annex • Outreach email from X.X. Xxxxxx Securities LLC to certain qualified institutional buyers and/or institutional accredited investors on July 18, 2023 • Neumora - Testing-the-Waters Presentation ANNEX C ExpensifyNeumora Therapeutics, Inc. Pricing Term Sheet None. Annex C-1 EXHIBIT A Form of Lock-Up Agreement [None.] Annex C Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT ●], 2021 2023 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Citigroup Global Markets Inc. BofA SecuritiesBOFA SECURITIES, Inc. INC. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 NY 10179 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx XxxxOne Bryant Park New York, XX 00000 NY 10036 Re: ExpensifyNeumora Therapeutics, Inc. --- Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ExpensifyNeumora Therapeutics, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.0001 per share (the (Class A Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the Exhibit A registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of Common Stock equal to 15% of the Lock-Up Securities owned by undersigned on the date of the preliminary prospectus relating to the Public Offering. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned may:

Appears in 1 contract

Samples: Neumora Therapeutics, Inc.

Pricing Information. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] The combined offering price per Share [●] Annex A and accompanying Warrant is $0.84. The combined offering price per Pre-Funded Warrant and accompanying Warrant is $0.83. The Company is selling 24,761,905 Shares. The Company is selling Pre-Funded Warrants to purchase up to an aggregate of 3,809,523 shares of Common Stock. The Company is selling Warrants to purchase up to an aggregate of 28,571,428 shares of Common Stock. Annex B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B Annex C ExpensifySangamo Therapeutics, Inc. Pricing Term Sheet [None.] Annex C . Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT _____________, 2021 X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. BofA Securities, Inc. 2024 BARCLAYS CAPITAL INC. CANTOR XXXXXXXXXX & CO. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below Placement Agents c/o X.X. Xxxxxx Securities LLC Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 New York 10019 c/o Citigroup Global Markets Inc. Cantor Xxxxxxxxxx & Co. 000 Xxxxxxxxx Xxxx 00xx Xxxxxx Xxx XxxxNew York, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: Expensify, Inc. --- Initial Public Offering New York 10022 Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several UnderwritersPlacement Agents, propose to enter into an underwriting placement agent agreement (the “Underwriting Placement Agent Agreement”) with ExpensifySangamo Therapeutics, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”)Company, of Class A common stock, par value $0.0001 0.01 per share the (“Class A Common Stock”)share, of the Company (the “Common Stock”) and warrants to purchase Common Stock (the “Warrants” and, together with the Common Stock, the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Placement Agent Agreement. In consideration of order to induce Barclays Capital Inc. and Cantor Xxxxxxxxxx & Co. (each, a “Placement Agent” and together, the Underwriters’ agreement “Placement Agents”) to purchase and make act as Placement Agents for the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledgedOffering, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC on behalf of the UnderwritersPlacement Agents, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 90 days after the date of the final prospectus relating to the Public Offering hereof (the “Prospectus”) (such period, the “Restricted Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned now or hereafter by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (such shares or securities, the “Beneficially Owned Shares”) and securities which may be issued upon exercise of a stock option, restricted stock unit option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging engage in any hedging or other transactions transaction or arrangements arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed or intended, to or which reasonably could reasonably be expected to lead to or result inin a sale, a sale loan, pledge or other disposition or transfer (whether by the undersigned or any someone other person) than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up SecuritiesBeneficially Owned Shares, whether any such transaction described in clause (1) or arrangement (or instrument provided for thereunder2) would above is to be settled by delivery of Lock-Up SecuritiesCommon Stock or such other securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of otherwise (any transaction the undersignedsuch sale, loan, pledge or other disposition, or any transfer of its affiliateseconomic consequences, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee StockholderTransfer”), (3) make any demand for or exercise any right with respect to the prohibitions in the second paragraph registration of this Letter Agreement shall not apply to a number of any shares of Common Stock equal or any security convertible into or exercisable or exchangeable for Common Stock, or (4) otherwise publicly announce any intention to 15% of the Lock-Up Securities owned by undersigned on the date of the preliminary prospectus relating to the Public Offering. Notwithstanding the foregoingengage in or cause any action, activity, transaction or arrangement described in clause (1), (2) or (3) above, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned mayeach case other than:

Appears in 1 contract

Samples: Sangamo Therapeutics, Inc

Pricing Information. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share [●] Annex A Annex B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B • 10x Genomics Testing-the-Waters Presentation dated September 2020. Annex C Expensify10x Genomics, Inc. Pricing Term Sheet [None.] Annex C . Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2021 2020 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Citigroup Global Markets Inc. BofA SecuritiesBOFA SECURITIES, Inc. INC. XXXXX AND COMPANY, LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: Expensify10x Genomics, Inc. --- Initial (the “Company”) —Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Expensify, Inc., a Delaware corporation (the Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.0001 0.00001 per share the (“Class A Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and BofA Securities, Inc. on behalf of the Underwriters, the undersigned will not[, and will not cause any direct or indirect affiliate to, to,]1 during the period beginning on from and including the date of this letter agreement (this “Letter 1 Not to be included in the lock-up agreement for Xxxxx Xxxxxxx or Venrock and affiliated entities. Agreement”) and ending at the close of business 180 60 days after the date set forth on the cover of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including including, without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock optionoption or warrant [, restricted stock unit however expressly excluding any Common Stock or warrantsuch other securities held by Venrock Associates VI, L.P., Venrock Partners VI, L.P., Venrock Management VI, LLC, or Venrock Partners Management VI, LLC (individually and collectively, “Venrock”) which are subject to a letter agreement in substantially similar form of this Letter Agreement (including without limitation Common Stock specifically permitted to be transferred or otherwise disposed of in numbered clause (12) of such letter agreement) (collectively the “Venrock Letter Agreement”)]2 ) (the “Other Securities” and together with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up SecuritiesCommon Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up SecuritiesCommon Stock or such other securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securitiesshares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, or (4) publicly disclose the intention to do undertake any of the foregoing, in each case other than the Securities to be sold by the undersigned pursuant to the Underwriting Agreement. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition of any shares of Common Stock, or transfer (whether securities convertible into or exercisable or exchangeable for Common Stock, even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of someone other than the undersigned. The undersigned represents and warrants that the undersigned is not, has not caused or directed any other of its affiliates to be or become, and is not aware of any of its affiliates being, currently a party to any agreement or arrangement that is designed to or which reasonably could be expected to lead to or result in any activity prohibited by this Letter Agreement during the Restricted Period. If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section 13(d)(3) of any economic consequences the Exchange Act of ownership1934, as amended (the “Exchange Act”)), other than a natural person, entity or “group” (as described above) that has executed a letter agreement in whole or in partsubstantially the same form as this Letter Agreement, beneficially owns, directly or indirectly, 50% or more of any Lock-Up Securitiesthe common equity interests, whether any such transaction or arrangement (50% or instrument provided for thereunder) would be settled by delivery more of Lock-Up Securitiesthe voting power, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee may transfer or otherwise dispose of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of Common Stock equal to 15% of the undersigned’s Lock-Up Securities owned by undersigned on the date of the preliminary prospectus relating to the Public Offering. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned maySecurities:

Appears in 1 contract

Samples: 10x Genomics, Inc.

Pricing Information. Number of Underwritten SharesFirm Shares to be Issued and Sold: [●] Number of Option Shares: [●] 6,000,000 Public Offering Price: $[●] per Share [●] Annex A Annex B Written Testing-the-Waters Communications [To list each TTW presentation used 2.50 Underwriting Discounts & Commissions: 6.5% Number of Optional Shares to be Issued and Sold: 900,000 Schedule II Schedule III Issuer General Use Free Writing Prospectuses None. Schedule III Schedule IV Subsidiaries of the Company Hxxxxx Technologies Company d/b/a Hxxxxx Technologies of Tennessee incorporated in TTW meetings.] Annex B Annex C Expensifythe State of Tennessee Hxxxxx Holdings, Inc. Pricing Term Sheet [None.] Annex C incorporated in the State of Nevada Safety Hi-Tech USA, LLC, a Delaware limited liability company, of which Hxxxxx Holdings, Inc. owns 50% of the equity. Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT Wxxxxxx Xxxxx & Company, 2021 X.X. L.L.C. 200 Xxxx Xxxxx Xxxxxx Securities LLC Citigroup Global Markets Inc. BofA SecuritiesChicago, Inc. Illinois 60606 As Representatives Representative of the several Underwriters listed to be named in Schedule 1 to the within-mentioned Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA SecuritiesRe: Proposed Public Offering by Hxxxxx Technologies, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: Expensify, Inc. --- Initial Public Offering Ladies and GentlemenDear Sirs: The undersigned undersigned, a security holder of Hxxxxx Technologies, Inc., a New York corporation (the “Company”), understands that youWxxxxxx Xxxxx & Company, as Representatives of the several Underwriters, propose L.L.C. (“Wxxxxxx Xxxxx”) proposes to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Expensify, Inc., a Delaware corporation the Company providing for the public offering of shares (the “CompanyShares”) and of the Selling Stockholders listed on Schedule 2 to the Underwriting AgreementCompany’s common stock, providing for the initial public offering par value $0.001 per share (the “Public OfferingCommon Stock) by ). In recognition of the several Underwriters benefit that such an offering will confer upon the undersigned as a security holder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in Schedule 1 to the Underwriting Agreement (the “Underwriters”)) that, except as otherwise provided herein, during a period commencing on the date hereof and ending on the 90th day after the date of Class A common stock, par value $0.0001 per share the Underwriting Agreement (the Class A Common StockLock-Up Period”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees thatwill not, without the prior written consent of X.X. Xxxxxx Securities LLC on behalf of the UnderwritersWxxxxxx Xxxxx, the undersigned will not, and will not cause any direct directly or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”)indirectly, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, option or right or warrant to purchase, lendfor the sale of, or otherwise dispose of or transfer or dispose any shares of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exchangeable or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) whether now owned or such other securities which may be deemed to be beneficially owned hereafter acquired by the undersigned in accordance or with respect to which the rules and regulations undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit or warrant) foregoing (collectively with the Common Stockcollectively, the “Lock-Up Securities”), ) or (2ii) enter into any hedging, swap or any other agreement or any transaction that transfers, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging Common Stock or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securitiessecurities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if and subject to the conditions below, the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of Common Stock equal to 15% of may transfer the Lock-Up Securities owned by undersigned on during the date Lock-Up Period without the prior written consent of Wxxxxxx Xxxxx, provided that (1) Wxxxxxx Xxxxx receives a signed lock-up agreement for the balance of the preliminary prospectus relating Lock-up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Public Offering. Notwithstanding Securities and Exchange Commission on Form 4 in accordance with Section 16 of the foregoingSecurities Exchange Act of 1934, in addition toas amended, and not by way of limitation of, any transfers by (4) neither the undersigned that are permitted pursuant to nor any donee, trustee, distributee or transferee, as the third paragraph of this Letter Agreementcase may be, the undersigned mayotherwise voluntarily effects any public filing or report regarding such transfers:

Appears in 1 contract

Samples: Underwriting Agreement (Hudson Technologies Inc /Ny)

Pricing Information. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share [●] Annex A Annex B Written Testing-the-Waters Communications [To list each • Annexon TTW presentation used in TTW meetings.] Annex B Annex C ExpensifyAnnexon, Inc. Pricing Term Sheet [None.] Annex C Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2021 20[🌑] X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Citigroup Global Markets Inc. BofA SecuritiesBOFA SECURITIES, Inc. INC. XXXXX AND COMPANY, LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: ExpensifyAnnexon, Inc. --- (the “Company”) — Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Expensify, Inc., a Delaware corporation (the Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.0001 0.001 per share the (“Class A Common Stock”), of the Company (the “Securities”). Capitalized terms used herein in this letter agreement (this “Letter Agreement”) and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) Agreement and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including including, without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of Common Stock equal to 15% of the Lock-Up Securities owned by undersigned on the date of the preliminary prospectus relating to the Public Offering. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned may:the

Appears in 1 contract

Samples: Annexon, Inc.

Pricing Information. Number of Underwritten SharesFirm Stock to be Sold: [●] Number of Option Shares2,490,612 shares Optional Stock: [●] Public 373,592 shares Offering Price: $[●] 6.60 per Share [●] Annex A Annex B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B Annex C Expensify, Inc. Pricing Term Sheet [None.] Annex C Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2021 X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. BofA Securities, Inc. As Representatives of the several Underwriters listed in Schedule 1 share Underwriting Discounts and Commissions: 5.7% Estimated Net Proceeds to the Underwriting Company (after underwriting discounts and commissions, but before transaction expenses): $7,275,242.55 Estimated Net Proceeds to the Selling Shareholders (after underwriting discounts and commissions): $8,225,828.42 Schedule III SCHEDULE IV General Use Free Writing Prospectuses As filed on EXXXX on September 11, 2013. EXHIBIT A Form of Lock-Up Agreement referred to below c/o X.X. September ___, 2013 Cxxxx-Xxxxxx Securities Capital Group LLC 200 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxx Xxxxxx Xxx XxxxXxxxxxxxxxx, XX 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: Expensify, Neonode Inc. --- Initial Public Offering Ladies and GentlemenDear Sirs: The undersigned understands that you, as Representatives of This Agreement is being delivered to you in connection with the several Underwriters, propose to enter into an underwriting agreement proposed Underwriting Agreement (the “Underwriting Agreement”) with Expensify, between Neonode Inc., a Delaware corporation (the “Company”), and Cxxxx-Xxxxxx Capital Group LLC (“C-H” or, the “Underwriter”) and the Selling Stockholders listed on Schedule 2 other parties thereto (if any), relating to the Underwriting Agreement, providing for the initial proposed public offering (the “Public Offering”) by of shares of the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.0001 0.001 per share (the (Class A Common Stock”), of the Company (the “Securities”)Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in In order to induce you to enter into the Underwriting Agreement. In consideration , and in light of the Underwriters’ agreement to purchase and make benefits that the Public Offering will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the SecuritiesCompany, and for other good and valuable consideration consideration, the receipt and sufficiency of which is are hereby acknowledged, the undersigned hereby agrees with the Underwriter that, during the period beginning on and including the date hereof through and including the date that is the 90th day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of X.X. Xxxxxx Securities LLC on behalf of the UnderwritersC-H, the undersigned will not, and will not cause any direct directly or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”)indirectly, (1i) offer, sell, assign, transfer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectlypublicly announce the intention to otherwise dispose of, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including including, without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of promulgated under the Securities and Exchange Commission and securities which Act of 1934, as the same may be issued upon exercise of a stock optionamended or supplemented from time to time (the “Exchange Act”)(such shares, restricted stock unit the “Beneficially Owned Shares”)) or warrant) (collectively with the securities convertible into or exercisable or exchangeable for Common Stock, the “Lock-Up Securities”), (2ii) enter into any hedgingswap, swap hedge or other similar agreement or transaction arrangement that transfers, transfers in whole or in part, any the economic risk of ownership of the economic consequences Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of ownership disposition, or (iii) engage in any short selling of the Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. If (i) the Company issues an earnings release or material news or a material event relating to the Company occurs during the last 17 days of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up SecuritiesPeriod, or (4ii) publicly disclose prior to the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of Common Stock equal to 15% expiration of the Lock-Up Securities owned Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the Lock-Up Period shall be extended and the restrictions imposed by undersigned this Agreement shall continue to apply until the expiration of the 18-day period beginning on the date of the preliminary prospectus relating issuance of the earnings release or the occurrence of the material news or the occurrence of a material event, as applicable, unless C-H waives, in writing, such extension. The undersigned hereby agrees that, prior to engaging in any transaction or taking any other action that is subject to the Public Offering. Notwithstanding terms of this Agreement during the foregoingperiod from the date hereof to and including the 34th day following the expiration of the initial Lock-Up Period, in addition to, it will give notice thereof to the Company and will not by way of limitation of, consummate such transaction or take any transfers by such action unless it has received written confirmation from the undersigned Company that are permitted the Lock-Up Period (as such may have been extended pursuant to the third paragraph terms of this Letter Agreement, ) has expired. The restrictions set forth in the undersigned mayimmediately preceding paragraph shall not apply to:

Appears in 1 contract

Samples: Underwriting Agreement (Neonode, Inc)

Pricing Information. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] 0.87 per Share [●] Unit Number of Units Offered: 40,229,886 Units (consisting of (i) 40,229,886 shares of Common Stock (or Series C Warrants to purchase Common Stock at an exercise price of $0.87 per share in lieu of shares of Common Stock); (ii) Series A Warrants to purchase 20,114,943 shares of Common Stock at an exercise price of $1.00 per share and (iii) Series B Warrants to purchase 20,114,943 shares of Common Stock at an exercise price of $1.09 per share Underwriting Discount: 6.0% Closing Date: July 6, 2015 Annex A Annex B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B Annex C Expensify, Inc. Pricing Term Sheet [None.] Annex C Exhibit B-1 EXHIBIT A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT June , 2021 X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. BofA Securities, 2015 Canaccord Genuity Inc. As Representatives Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx00 Xxxx Xxxxxx, XX 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 c/o Citigroup Global Markets RE: EnteroMedics Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: Expensify, Inc. --- Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives Representative of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Expensify, EnteroMedics Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, $0.01 par value $0.0001 per share the (“Class A Common Stock”)share, of the Company (the “SecuritiesCommon Stock”) and Warrants to purchase Common Stock (the “Warrants”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock and Warrants, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC the Representative on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 30 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit option or warrant) (collectively with ), or publicly disclose the Common Stockintention to make any offer, the “Lock-Up Securities”)sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up SecuritiesCommon Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up SecuritiesCommon Stock or such other securities, in cash or otherwise, otherwise or (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, shares of Common Stock or (4) publicly disclose any security convertible into or exercisable or exchangeable for Common Stock without the intention to do any prior written consent of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownershipRepresentative, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement each case other than (or instrument provided for thereunderA) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number transfers of shares of Common Stock equal as a bona fide gift or gifts, (B) transfers to 15% any trust for the direct or indirect benefit of the undersigned or a member of the immediate family (as defined below) of the undersigned in a transaction not involving the disposition for value, or (C) transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary, or a member of the immediate family of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Securities owned Period). Furthermore, notwithstanding the restrictions imposed by undersigned on the date of the preliminary prospectus relating to the Public Offering. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned may:, without the prior written consent of the Representative, (i) exercise an option to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Company (provided that any shares issued upon such exercise shall remain subject to the restrictions set forth in clause (1) above), (ii) transfer shares of Common Stock acquired on the open market following the closing of the Public Offering or (iii) sell shares of Common Stock pursuant to the terms of a plan established under Rule 10b5-1 that was in existence prior to the date of this Letter Agreement (a “10b5-1 Plan”); provided that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer (other than a filing on a Form 5 if such filing is required by the Exchange Act, or a filing on Form 4 reporting a sale of Common Stock pursuant to a 10b5-1 Plan).

Appears in 1 contract

Samples: EnteroMedics Inc

Pricing Information. Number of Underwritten SharesFirm Stock to be Sold: [●] Number of Option Shares4,000,000 shares Optional Stock: [●] Public 600,000 shares Offering Price: $[●] 4.00 per Share [●] Annex A Annex B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B Annex C Expensify, Inc. Pricing Term Sheet [None.] Annex C Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2021 X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. BofA Securities, Inc. As Representatives of the several Underwriters listed in Schedule 1 share Underwriting Discounts and Commissions: 7% Estimated Net Proceeds to the Underwriting Company (after underwriting discounts and commissions, but before transaction expenses): $11,160,000 Estimated Net Proceeds to the Selling Shareholders (after underwriting discounts and commissions): $3,720,000 SCHEDULE III General Use Free Writing Prospectuses None. Schedule III EXHIBIT A Form of Lock-Up Agreement referred to below c/o X.X. Xxxxxx Securities Xxxxx and Company, LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: ExpensifyNeonode, Inc. --- Initial Public Offering Ladies and GentlemenDear Sirs: The undersigned understands that you, as Representatives of This Agreement is being delivered to you in connection with the several Underwriters, propose to enter into an underwriting agreement proposed Underwriting Agreement (the “Underwriting Agreement”) with Expensifybetween Neonode, Inc., a Delaware corporation (the “Company”), and Xxxxx and Company, LLC (“Cowen” or, the “Underwriter”) and the Selling Stockholders listed on Schedule 2 other parties thereto (if any), relating to the Underwriting Agreement, providing for the initial proposed public offering (the “Public Offering”) by of shares of the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.0001 0.001 per share (the (Class A Common Stock”), of the Company (the “Securities”)Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in In order to induce you to enter into the Underwriting Agreement. In consideration , and in light of the Underwriters’ agreement to purchase and make benefits that the Public Offering will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the SecuritiesCompany, and for other good and valuable consideration consideration, the receipt and sufficiency of which is are hereby acknowledged, the undersigned hereby agrees with the Underwriter that, during the period beginning on and including the date hereof through and including the date that is the 90th day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of X.X. Xxxxxx Securities LLC on behalf of the UnderwritersCowen, the undersigned will not, and will not cause any direct directly or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”)indirectly, (1i) offer, sell, assign, transfer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectlypublicly announce the intention to otherwise dispose of, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including including, without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of promulgated under the Securities and Exchange Commission and securities which Act of 1934, as the same may be issued upon exercise of a stock optionamended or supplemented from time to time (the “Exchange Act”)(such shares, restricted stock unit the “Beneficially Owned Shares”)) or warrant) (collectively with the securities convertible into or exercisable or exchangeable for Common Stock, the “Lock-Up Securities”), (2ii) enter into any hedgingswap, swap hedge or other similar agreement or transaction arrangement that transfers, transfers in whole or in part, any the economic risk of ownership of the economic consequences Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of ownership disposition, or (iii) engage in any short selling of the Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. If (i) the Company issues an earnings release or material news or a material event relating to the Company occurs during the last 17 days of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up SecuritiesPeriod, or (4ii) publicly disclose prior to the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of Common Stock equal to 15% expiration of the Lock-Up Securities owned Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the Lock-Up Period shall be extended and the restrictions imposed by undersigned this Agreement shall continue to apply until the expiration of the 18-day period beginning on the date of the preliminary prospectus relating issuance of the earnings release or the occurrence of the material news or the occurrence of a material event, as applicable, unless Cowen waives, in writing, such extension. The undersigned hereby agrees that, prior to engaging in any transaction or taking any other action that is subject to the Public Offering. Notwithstanding terms of this Agreement during the foregoingperiod from the date hereof to and including the 34th day following the expiration of the initial Lock-Up Period, in addition to, it will give notice thereof to the Company and will not by way of limitation of, consummate such transaction or take any transfers by such action unless it has received written confirmation from the undersigned Company that are permitted the Lock-Up Period (as such may have been extended pursuant to the third paragraph terms of this Letter Agreement, ) has expired. The restrictions set forth in the undersigned mayimmediately preceding paragraph shall not apply to:

Appears in 1 contract

Samples: Underwriting Agreement (Neonode, Inc)

Pricing Information. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] 40.00 per Share [●] Annex A Annex B Written Testingshare Number of Shares: 8,750,000 (plus 1,312,500 Option Securities) Underwriting discounts and commissions: $2.20 per share Form of Lock-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B Annex C ExpensifyUp Agreement Apellis Pharmaceuticals, Inc. Pricing Term Sheet [None.] Annex C Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT Public Offering of Common Stock , 2021 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Citigroup Global Markets Inc. BofA Securities, Inc. XXXXXXX XXXXX & CO. LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Citigroup Global Markets Inc. Goldman Xxxxx & Co. LLC 000 Xxxxxxxxx Xxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o BofA Securities, Inc. Xxx Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxxx Xxx Xxxx, XX Xxx Xxxx 00000 Re: Expensify, Inc. --- Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of This letter agreement (this “Agreement”) is being delivered to you in connection with the several Underwriters, propose to enter into an underwriting agreement proposed Underwriting Agreement (the “Underwriting Agreement”) with Expensify), among Apellis Pharmaceuticals, Inc., a Delaware corporation (the “Company”) ), and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the initial public offering each of you as representatives (the “Public OfferingRepresentatives”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement of a group of underwriters (the “Underwriters”)) named therein, relating to an underwritten public offering of Class A common stock, $0.0001 par value $0.0001 per share (the (Class A Common Stock”), of the Company (the “SecuritiesOffering”). Capitalized terms used herein In order to induce you and not otherwise defined shall have the meanings set forth in other Underwriters to enter into the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees thatwill not, without the prior written consent of X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this Letter AgreementX.X. Xxxxxx”) and ending at Xxxxxxx Sachs & Co. LLC (“Xxxxxxx Xxxxx”), offer, sell, contract to sell, pledge, lend or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the close disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of business 180 the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement (other than a registration statement on Form S-8) with the Securities and Exchange Commission (the “SEC”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to do any of the foregoing, for a period from the date hereof, until 30 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) Underwriting Agreement (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations . The provisions of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second immediately preceding paragraph of this Letter Agreement shall not apply to a number of shares of Common Stock equal to 15% or prohibit any of the Lock-Up Securities owned by undersigned on the date of the preliminary prospectus relating to the Public Offering. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned mayfollowing:

Appears in 1 contract

Samples: Letter Agreement (Apellis Pharmaceuticals, Inc.)

Pricing Information. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Annex A Annex B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B Annex C ExpensifyORIC Pharmaceuticals, Inc. Pricing Term Sheet [None.] Annex C Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2021 2020 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Citigroup Global Markets Inc. BofA Securities, Inc. CITIGROUP GLOBAL MARKETS INC. XXXXXXXXX LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 380 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Citigroup Global Markets Inc. 000 380 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx x Xxxxxxxxx LLC 520 Xxxxxxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: ExpensifyORIC Pharmaceuticals, Inc. --- Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with ExpensifyORIC Pharmaceuticals, Inc., a Delaware corporation Inc. (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.0001 per share the (“Class A Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC, Citigroup Global Markets Inc. and Xxxxxxxxx LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date set forth on the cover of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including including, without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option, restricted stock unit option or warrant) (collectively collectively, the “Other Securities,” and together with the Common Stock, the “Lock-Up Lockup Securities”)), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Lockup Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Common Stock or Other Securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Lockup Securities, or (4) publicly disclose the intention to do undertake any of the foregoing. The undersigned acknowledges and agrees that foregoing (and, for the foregoing precludes avoidance of doubt, the undersigned from engaging hereby waives any and all notice requirements and rights with respect to the registration of any securities in connection with the Public Offering pursuant to any hedging or other transactions or arrangements (includingagreement, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described understanding or defined) designed otherwise, including any stockholders or intendedregistration rights agreement or similar agreement, to which the undersigned is a party or under which could reasonably the undersigned is entitled to any right or benefit), in each case other than the Securities to be expected to lead to or result in, a sale or disposition or transfer (whether sold by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished pursuant to the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted PeriodUnderwriting Agreement. Notwithstanding the foregoing, if the undersigned is a current employee of may transfer the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of undersigned’s Common Stock equal to 15% of the Lock-Up Securities owned by undersigned on the date of the preliminary prospectus relating to the Public Offering. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned mayor Other Securities:

Appears in 1 contract

Samples: Oric Pharmaceuticals, Inc.

Pricing Information. Number of Underwritten Shares: [●] 8,000,000 Number of Option Shares: [●] 1,200,000 Public Offering Price: $[●] 19.00 per Share [●] Annex A Annex B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B Annex C Expensify, Inc. Pricing Term Sheet [None.] Annex C Exhibit A [FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT AGREEMENT] , 2021 2023 Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. BofA SecuritiesAs Representatives of the several Underwriters listed in Schedule 1 hereto c/x Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx New York, Inc. New York 10282-2198 c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx New York, New York 10179 As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: ExpensifyEngageSmart, Inc. --- Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ExpensifyEngageSmart, Inc., a Delaware corporation (the “Company”) ), and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A shares of common stock, par value $0.0001 per share the (“Class A Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby xxxxxx agrees that, without the prior written consent of Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC LLC, on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 75 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A common stock, $0.001 per share par value, of the Company (the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for for, or exercise any right with respect to to, the registration of any Lock-Up Securities, Securities or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned or any of its affiliates from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of Common Stock equal to 15% of the Lock-Up Securities owned by undersigned on the date of the preliminary prospectus relating to the Public Offering. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned may:

Appears in 1 contract

Samples: EngageSmart, Inc.

Pricing Information. Number of Underwritten Shares: [●] 4,761,905 Number of Option Shares: [●] 714,285 Public Offering Price: $[●] 21.00 per Share [●] Annex A Annex B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B dated February 2023. Annex C ExpensifyXxxxxx Medical Concepts, Inc. Pricing Term Sheet [None.] Annex C . Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT [•], 2021 2023 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Citigroup Global Markets Inc. BofA Securities, Inc. XXXXXX XXXXXXX & CO. LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Re: ExpensifyXxxxxx Medical Concepts, Inc. --- Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ExpensifyXxxxxx Medical Concepts, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.0001 0.001 per share the (“Class A Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby xxxxxx agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 90 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of Common Stock equal to 15% of the Lock-Up Securities owned by undersigned on the date of the preliminary prospectus relating to the Public Offering. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned may:

Appears in 1 contract

Samples: Treace Medical Concepts, Inc.

Pricing Information. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] 0.65 per Share [●] Annex Unit Number of Units Offered: 25,384,616 Series A Annex B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B Annex C ExpensifyUnits (consisting of (i) 25,384,616 shares of Common Stock and (ii) Series J Warrants to purchase 12,692,310 shares of Common Stock) Series J Warrant Exercise Price $0.80 per share Underwriting Discount: 5.5% Closing Date: December 6, Inc. Pricing Term Sheet [None.] Annex C Exhibit 2016 EXHIBIT A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT _______________, 2021 X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. BofA Securities, 2016 Canaccord Genuity Inc. As Representatives Representative of the several Several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx99 Xxxx Xxxxxx, XX 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 ReRE: ExpensifyPalatin Technologies, Inc. --- Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives Representative of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with ExpensifyPalatin Technologies, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, $0.01 par value $0.0001 per share the (“Class A Common Stock”)share, of the Company (the “SecuritiesCommon Stock”) and Warrants to purchase Common Stock (the “Warrants”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock and Warrants, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC the Representative on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 30 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit option or warrant) (collectively with ), or publicly disclose the Common Stockintention to make any offer, the “Lock-Up Securities”)sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up SecuritiesCommon Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up SecuritiesCommon Stock or such other securities, in cash or otherwise, otherwise or (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, shares of Common Stock or (4) publicly disclose any security convertible into or exercisable or exchangeable for Common Stock without the intention to do any prior written consent of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownershipRepresentative, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement each case other than (or instrument provided for thereunderA) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number transfers of shares of Common Stock equal as a bona fide gift or gifts, (B) transfers to 15% any trust for the direct or indirect benefit of the undersigned or a member of the immediate family (as defined below) of the undersigned in a transaction not involving the disposition for value, or (C) transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary, or a member of the immediate family of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Securities owned Period). Furthermore, notwithstanding the restrictions imposed by undersigned on the date of the preliminary prospectus relating to the Public Offering. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned may:, without the prior written consent of the Representative, (i) exercise an option to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Company (provided that any shares issued upon such exercise shall remain subject to the restrictions set forth in clause (1) above), (ii) transfer shares of Common Stock acquired on the open market following the closing of the Public Offering or (iii) sell shares of Common Stock pursuant to the terms of a plan established under Rule 10b5-1 that was in existence prior to the date of this Letter Agreement (a “10b5-1 Plan”); provided that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer (other than a filing on a Form 5 if such filing is required by the Exchange Act, or a filing on Form 4 reporting a sale of Common Stock pursuant to a 10b5-1 Plan).

Appears in 1 contract

Samples: Palatin Technologies Inc

Pricing Information. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] 2.40 per Share [●] Annex A Annex B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B Annex C Expensifyshare Number of Underwritten Shares Offered: 8,335,000 shares Underwriting Discount: 6.5% Closing Date: April 8, Inc. Pricing Term Sheet [None.] Annex C Exhibit 2014 EXHIBIT A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT April ___, 2021 X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. BofA Securities, 2014 Canaccord Genuity Inc. As Representatives Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx00 Xxxx Xxxxxx, XX 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 ReRE: ExpensifyVenaxis, Inc. --- Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives Representative of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with ExpensifyVenaxis, Inc., a Delaware Colorado corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, no par value $0.0001 per share the (“Class A Common Stock”)share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC Canaccord Genuity Inc. on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 90 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit option or warrant) (collectively with ), or publicly disclose the Common Stockintention to make any offer, the “Lock-Up Securities”)sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up SecuritiesCommon Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up SecuritiesCommon Stock or such other securities, in cash or otherwise, otherwise or (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, shares of Common Stock or (4) publicly disclose any security convertible into or exercisable or exchangeable for Common Stock without the intention to do any prior written consent of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownershipRepresentative, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement each case other than (or instrument provided for thereunderA) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number transfers of shares of Common Stock equal as a bona fide gift or gifts, (B) distributions of shares of Common Stock to 15% members or shareholders of the undersigned, (C) transfers to any trust for the direct or indirect benefit of the undersigned or a member of the immediate family (as defined below) of the undersigned in a transaction not involving the disposition for value, (D) transfers to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or a member of the immediate family of the undersigned in a transaction not involving a disposition for value, (E) transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary, or a member of the immediate family of the undersigned, or (F) transfers to any affiliate of the undersigned or any investment fund or other entity controlled or managed by the undersigned in a transaction not involving a disposition for value; provided that in the case of any transfer or distribution pursuant to clause (A), (B), (C), (D), (E), or (F), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B), (C), (D), (E), or (F), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Securities owned Period). Furthermore, notwithstanding the restrictions imposed by undersigned on the date of the preliminary prospectus relating to the Public Offering. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned may:, without the prior written consent of Canaccord Genuity Inc., (i) exercise an option to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Company (provided that any shares issued upon such exercise shall remain subject to the restrictions set forth in clause (1) above), and (ii) transfer shares of Common Stock acquired on the open market following the closing of the Public Offering; provided that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer (other than a filing on a Form 5 if such filing is required by the Exchange Act).

Appears in 1 contract

Samples: Underwriting Agreement (Venaxis, Inc.)

Pricing Information. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] 0.675 per Share [●] Annex Series A Annex Unit and $0.665 per Series B Written TestingUnit Number of Series A Units Offered: 11,481,481 Series A Units (consisting of (i) 11,481,481 shares of Common Stock and (ii) Series H Warrants to purchase 8,611,112 shares of Common Stock) Number of Series B Units Offered: 2,218,045 Series B Units (consisting of (i) 2,218,045 pre-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B Annex C Expensifyfunded Series I Warrants and (ii) Series H Warrants to purchase 1,663,534 shares of Common Stock) Series H Warrant Exercise Price $0.70 per share Series I Warrant Exercise Price: $0.01 per share Underwriting Discount: 6.0% Closing Date: August 4, Inc. Pricing Term Sheet [None.] Annex C Exhibit 2016 EXHIBIT A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT [____], 2021 X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. BofA Securities, 2016 Canaccord Genuity Inc. As Representatives Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx90 Xxxx Xxxxxx, XX 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 ReRE: ExpensifyPalatin Technologies, Inc. --- Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives Representative of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with ExpensifyPalatin Technologies, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, $0.01 par value $0.0001 per share the (“Class A Common Stock”)share, of the Company (the “SecuritiesCommon Stock”) and Warrants to purchase Common Stock (the “Warrants”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock and Warrants, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC the Representative on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 30 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit option or warrant) (collectively with ), or publicly disclose the Common Stockintention to make any offer, the “Lock-Up Securities”)sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up SecuritiesCommon Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up SecuritiesCommon Stock or such other securities, in cash or otherwise, otherwise or (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, shares of Common Stock or (4) publicly disclose any security convertible into or exercisable or exchangeable for Common Stock without the intention to do any prior written consent of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownershipRepresentative, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement each case other than (or instrument provided for thereunderA) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number transfers of shares of Common Stock equal as a bona fide gift or gifts, (B) transfers to 15% any trust for the direct or indirect benefit of the undersigned or a member of the immediate family (as defined below) of the undersigned in a transaction not involving the disposition for value, or (C) transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary, or a member of the immediate family of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Securities owned Period). Furthermore, notwithstanding the restrictions imposed by undersigned on the date of the preliminary prospectus relating to the Public Offering. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned may:, without the prior written consent of the Representative, (i) exercise an option to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Company (provided that any shares issued upon such exercise shall remain subject to the restrictions set forth in clause (1) above), (ii) transfer shares of Common Stock acquired on the open market following the closing of the Public Offering or (iii) sell shares of Common Stock pursuant to the terms of a plan established under Rule 10b5-1 that was in existence prior to the date of this Letter Agreement (a “10b5-1 Plan”); provided that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer (other than a filing on a Form 5 if such filing is required by the Exchange Act, or a filing on Form 4 reporting a sale of Common Stock pursuant to a 10b5-1 Plan).

Appears in 1 contract

Samples: Underwriting Agreement (Palatin Technologies Inc)

Pricing Information. Number of Underwritten Shares: [●] 21,000,000 Number of Option Shares: [●] 3,150,000 Public Offering Price: Price (per share): $[●] 14.50 Underwriting Discount (per Share [●] Annex A Annex B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B share): $0.68875 Annex C Expensify, Inc. Pricing Term Sheet [None.No term sheets were used] Annex C Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT September 14, 2021 2009 X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. BofA Securities, Inc. XXXXXX SECURITIES INC. As Representatives Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA SecuritiesRe: Washington Federal, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: Expensify, Inc. --- Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives Representative of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with ExpensifyWashington Federal, Inc., a Delaware Washington corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.0001 per share the (“Class A Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC Inc. on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 90 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock Stock, $1.00 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), or (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up SecuritiesCommon Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up SecuritiesCommon Stock or such other securities, in cash or otherwise, otherwise or (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securitiesshares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, the aforementioned restrictions on transfers of Common Stock shall not apply to (i) a bona fide gift or gifts, (4ii) publicly disclose dispositions to any trust for the intention to do any direct or indirect benefit of the foregoing. The undersigned acknowledges and agrees that and/or the foregoing precludes immediate family of the undersigned, (iii) transfers upon death by will or intestacy to the undersigned’s immediate family, (iv) dispositions from any grantor retained annuity trust established for the direct benefit of the undersigned from engaging in and/or a member of the immediate family of the undersigned pursuant to the terms of such trust, (v) distributions to any hedging partnership, corporation or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether limited liability company controlled by the undersigned or any other person) by a member of any economic consequences the immediate family of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, (vi) the sale of Common Stock upon the exercise of options that expire on or any prior to December 31, 2009, and (vii) the surrender or forfeiture of its affiliates, is a party Common Stock to as the Company to satisfy tax withholding obligations in connection with the exercise of stock options or vesting of restricted stock awards pursuant to the Company’s stock incentive plans in effect on the date hereofhereof effected by means of net share settlement or by the delivery of Common Stock held by the undersigned, which transaction would have been restricted by this Letter Agreement if it had been entered into provided that the Common Stock received by the undersigned during with respect to the Restricted Periodexercise of such option or vesting of such award shall be subject to the transfer restrictions referenced herein; provided that, in the case of any gift, disposition, transfer or distribution pursuant to clauses (i), (ii), (iii), (iv) or (v), each donee, transferee or distributee shall agree to be bound in writing by the restrictions set forth herein; and provided further, that, in the case of any gift, disposition or distribution pursuant to clauses (i), (ii), (iv), (v) or (vii), no filing by any party under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such gift, disposition or distribution (other than a filing on a Form 5 made after the expiration of the 90-day restricted period). Notwithstanding the foregoing, if (1) during the undersigned is a current employee last 17 days of the 90-day restricted period, the Company issues an earnings release or its subsidiaries material news or a material event relating to the Company occurs; or (including a current contractor, consultant or other service provider 2) prior to the expiration of the 90-day restricted period, the Company or its subsidiaries, but excluding any director, director nominee or “officer” announces that it will release earnings results during the 16-day period beginning on the last day of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”)90-day period, the prohibitions in the second paragraph of restrictions imposed by this Letter Agreement shall not continue to apply to a number of shares of Common Stock equal to 15% until the expiration of the Lock18-Up Securities owned by undersigned day period beginning on the date issuance of the preliminary prospectus relating to earnings release or the Public Offeringoccurrence of the material news or material event. Notwithstanding In furtherance of the foregoing, in addition tothe Company, and not by way any duly appointed transfer agent for the registration or transfer of limitation ofthe securities described herein, are hereby authorized to decline to make any transfers by the undersigned that are permitted pursuant to the third paragraph transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if 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 Common Stock to be sold thereunder, the undersigned may:shall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. 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. Very truly yours, Exact Name Authorized Signature Title

Appears in 1 contract

Samples: Washington Federal Inc

Pricing Information. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] 6.50 per Share [●] share Number of Underwritten Shares Offered: 4,650,000 shares Underwriting Discount: 6.0% Closing Date: April 29, 2015 Annex A Annex B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B Annex C Expensify, Inc. Pricing Term Sheet [None.] Annex C Exhibit B-1 EXHIBIT A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT April ___, 2021 X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. BofA Securities, Inc. 2015 CANACCORD GENUITY INC. LADENBURG TXXXXXXX & CO. INC. As Representatives of the several Several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxCanaccord Genuity Inc. 90 Xxxx Xxxxxx, XX 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx00xx Xxxxx Xxxxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX Xxxxxxxxxxxxx 00000 Re: Expensify, Lipocine Inc. --- Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Expensify, Lipocine Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, $0.0001 par value $0.0001 per share the (“Class A Common Stock”)share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 90 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit option or warrant) (collectively with ), or publicly disclose the Common Stockintention to make any offer, the “Lock-Up Securities”)sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up SecuritiesCommon Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up SecuritiesCommon Stock or such other securities, in cash or otherwise, otherwise or (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, shares of Common Stock or (4) publicly disclose any security convertible into or exercisable or exchangeable for Common Stock without the intention to do any prior written consent of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownershipRepresentatives, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement each case other than (or instrument provided for thereunderA) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number transfers of shares of Common Stock equal as a bona fide gift or gifts, (B) transfers to 15% any trust for the direct or indirect benefit of the undersigned or a member of the immediate family (as defined below) of the undersigned in a transaction not involving the disposition for value, or (C) transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary, or a member of the immediate family of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), each donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Securities owned Period). Furthermore, notwithstanding the restrictions imposed by undersigned on the date of the preliminary prospectus relating to the Public Offering. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned may:, without the prior written consent of the Representatives, (i) exercise an option to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Company (provided that any shares issued upon such exercise shall remain subject to the restrictions set forth in clause (1) above), (ii) transfer shares of Common Stock acquired on the open market following the closing of the Public Offering; or (iii) sell shares of Common Stock pursuant to the terms of a plan established under Rule 10b5-1 that was in existence prior to the date of this Letter Agreement (a “10b5-1 Plan”); provided that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer (other than a filing on a Form 5 if such filing is required by the Exchange Act, or a filing on Form 4 reporting a sale of Common Stock pursuant to a 10b5-1 Plan).

Appears in 1 contract

Samples: Underwriting Agreement (Lipocine Inc.)

Pricing Information. Number of Underwritten Shares: [●] 5,000,000 Number of Option Shares: [●] 750,000 Public Offering Price: $[●] 30.00 per Share [●] Annex A Annex B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.] • None. Annex B Annex C ExpensifyBiomea Fusion, Inc. Pricing Term Sheet [None.] . Annex C Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT [•], 2021 2023 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Citigroup Global Markets Inc. BofA Securities, Inc. CITIGROUP GLOBAL MARKETS INC. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 NY 10179 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 c/o BofA SecuritiesNY 10013 Re: Biomea Fusion, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: Expensify, Inc. --- Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ExpensifyBiomea Fusion, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.0001 per share (the (Class A Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc. on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 60 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc. with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of Common Stock equal to 15% of the Lock-Up Securities owned by undersigned on the date of the preliminary prospectus relating to the Public Offering. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned may:

Appears in 1 contract

Samples: Biomea Fusion, Inc.

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Pricing Information. The purchase price per share to be paid by the Underwriter shall be $56.00. Public offering price per Share: The public offering price per share shall be $56.30. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share [●] 9,000,000. Annex A Annex B Written Testing-the-Waters Communications Forms of Opinion of Counsel for the Company and the Selling Stockholders [To list each TTW presentation used in TTW meetings.Attached] Annex B Annex C Expensify, Inc. Pricing Term Sheet [None.] Annex C Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT [•], 2021 X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. BofA Securities, Inc. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 2019 [•] Re: Expensify, Ceridian HCM Holding Inc. --- Initial Public Offering by Selling Stockholders Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several UnderwritersUnderwriter, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Expensify, Ceridian HCM Holding Inc., a Delaware corporation (the “Company”) ), and the Selling Stockholders listed on certain stockholders named in Schedule 2 to the Underwriting AgreementAgreement (the “Selling Stockholders”), providing for the initial public offering (the “Public Offering”) by the several Underwriters Underwriter named in Schedule 1 to the Underwriting Agreement (the “UnderwritersUnderwriter”), of Class A common stock, par value $0.0001 0.01 per share the (“Class A Common Stock”)share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ Underwriter’s agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC on behalf of the UnderwritersUnderwriter, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 30 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”)) , (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock Stock, $0.01 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit option or warrant) (collectively with ), or publicly disclose the Common Stockintention to make any offer, the “Lock-Up Securities”)sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up SecuritiesCommon Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up SecuritiesCommon Stock or such other securities, in cash or otherwise, otherwise or (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of Common Stock equal to 15% of the Lock-Up Securities owned by undersigned on the date of the preliminary prospectus relating to the Public Offeringor any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, in addition The foregoing paragraph shall not apply to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned may:

Appears in 1 contract

Samples: Ceridian HCM Holding Inc.

Pricing Information. Number of Underwritten Firm Shares: [●] Number of Option 19,866,397 Repurchase Shares: [●] 10,466,397 Public Offering PricePrice Per Share: $[●] per Share [●] Annex A Annex B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B Annex C Expensify56.00 Settlement Date: March 6, Inc. Pricing Term Sheet [None.] Annex C Exhibit 2024 EXHIBIT A FORM OF LOCK-UP AGREEMENT (SELLING STOCKHOLDER) FORM OF LOCK-UP AGREEMENT _____________, 2021 X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. 2024 BofA Securities, Inc. As Representatives Representative of the several Underwriters listed in Listed on Schedule 1 I to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx XxxxOne Bryant Park New York, XX 00000 Re: Expensify, Inc. --- Initial Public Offering New York 10036 Ladies and Gentlemen: The undersigned understands that youBofA Securities, Inc., as Representatives of representative (the several Underwriters“Representative”), propose proposes to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Expensify, Inc.AppLovin Corporation, a Delaware corporation (the “Company”), and KKR Denali Holdings L.P. (the “Selling Stockholder”), providing for the offering (the “Offering”) and by the Selling Stockholders Stockholder to the several Underwriters listed on Schedule 2 I to the Underwriting Agreement, providing for including the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement Representative (the “Underwriters”), of shares (the “Shares”) of the Class A common stock, par value $0.0001 0.00003 per share the (“Class A Common Stock”)share, of the Company (the “SecuritiesClass A Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of To induce the Underwriters’ agreement Underwriters that may participate in the Offering to purchase and make continue their efforts in connection with the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledgedOffering, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC the Representative, on behalf of the Underwriters, the undersigned it will not, and will not cause any direct or indirect affiliate publicly disclose an intention to, during the period beginning commencing on the date of this letter agreement (this “Letter Agreement”) and ending at on and including the close of business 180 days 60th day after the date of the final prospectus relating to the Public Offering (the “Prospectus”) Prospectus (such period, the “Restricted Period,” and the date of such prospectus supplement, the “Offering Date)) relating to the Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 B common stock, par value $0.0001 0.00003 per share share, of the Company (the XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Class B Common Stock,” and together, together with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and or any other securities which may be issued upon exercise of a stock option, restricted stock unit so owned convertible into or warrant) (collectively with the exercisable or exchangeable for Common Stock, the “Lock-Up Securities”), Stock or (2) enter into any hedging, swap or other agreement or transaction arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up SecuritiesCommon Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up SecuritiesCommon Stock or such other securities, in cash or otherwise, (3) make other than any demand for or exercise any right with respect shares of Common Stock sold to the registration of any Lock-Up SecuritiesUnderwriters pursuant to the Underwriting Agreement, if any, or (4) publicly disclose the intention to do any of the foregoingas otherwise provided herein. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of Common Stock equal to 15% Stock, or securities convertible into or exercisable or exchangeable for shares of Common Stock, even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of someone other than the Lock-Up Securities owned by undersigned on undersigned. The restrictions in the date of the preliminary prospectus relating to the Public Offering. Notwithstanding the foregoing, in addition to, and foregoing paragraph shall not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned mayapply:

Appears in 1 contract

Samples: Underwriting Agreement (AppLovin Corp)

Pricing Information. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share [●] Annex A Annex B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B • None. Annex C ExpensifyORIC Pharmaceuticals, Inc. Pricing Term Sheet [None.] Annex C . Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2021 2020 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Citigroup Global Markets Inc. BofA Securities, Inc. CITIGROUP GLOBAL MARKETS INC. XXXXXXXXX LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: ExpensifyORIC Pharmaceuticals, Inc. --- Initial Inc.— Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with ExpensifyORIC Pharmaceuticals, Inc., a Delaware corporation Inc. (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.0001 per share the (“Class A Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC, Citigroup Global Markets Inc. and Xxxxxxxxx LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 75 days after the date set forth on the cover of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including including, without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option, restricted stock unit option or warrant) (collectively collectively, the “Other Securities,” and together with the Common Stock, the “Lock-Up Lockup Securities”)), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Lockup Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Common Stock or Other Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Lockup Securities, or (4) publicly disclose the intention to do undertake any of the foregoing. The undersigned acknowledges and agrees that foregoing (and, for the foregoing precludes avoidance of doubt, the undersigned from engaging hereby waives any and all notice requirements and rights with respect to the registration of any securities in connection with the Public Offering pursuant to any hedging or other transactions or arrangements (includingagreement, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described understanding or defined) designed otherwise, including any stockholders or intendedregistration rights agreement or similar agreement, to which the undersigned is a party or under which could reasonably the undersigned is entitled to any right or benefit), in each case other than the Securities to be expected to lead to or result in, a sale or disposition or transfer (whether sold by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished pursuant to the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted PeriodUnderwriting Agreement. Notwithstanding the foregoing, if the undersigned is a current employee of may transfer the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of undersigned’s Common Stock equal to 15% of the Lock-Up Securities owned by undersigned on the date of the preliminary prospectus relating to the Public Offering. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned mayor Other Securities:

Appears in 1 contract

Samples: Oric Pharmaceuticals, Inc.

Pricing Information. Number of Underwritten SharesFirm Shares to be Issued and Sold: [●] Number of Option Shares: [●] 13,333,333 Public Offering Price: $[●] per Share [●] Annex A Annex B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B Annex C Expensify3.00 Underwriting Discounts & Commissions: 7.0% Number of Optional Shares to be Issued and Sold: 2,000,000 Schedule II Schedule III Issuer General Use Free Writing Prospectuses None Schedule III Schedule IV Subsidiaries of the Company Subsidiary Name Ownership Jurisdiction of Incorporation Pipex Therapeutics, Inc. Pricing Term Sheet [None.] Annex C Wholly owned Delaware Effective Pharmaceuticals, Inc. Wholly owned Delaware Solovax, Inc. Majority-owned Delaware CD4 Biosciences, Inc. Majority-owned Delaware Epitope Pharmaceuticals, Inc. Majority-owned Delaware Healthmine, Inc. Wholly owned Delaware Putney Drug Corp. Wholly owned Delaware Synthetic Biomics, Inc. Majority-owned Nevada Schedule IV Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT Wxxxxxx Xxxxx & Company, 2021 X.X. L.L.C. 200 Xxxx Xxxxx Xxxxxx Securities LLC Citigroup Global Markets Inc. BofA SecuritiesChicago, Inc. Illinois 60606 As Representatives Representative of the several Underwriters listed to be named in Schedule 1 to the within-mentioned Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA SecuritiesRe: Proposed Public Offering by Synthetic Biologics, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: Expensify, Inc. --- Initial Public Offering Ladies and GentlemenDear Sirs: The undersigned undersigned, a securityholder of Synthetic Biologics, Inc., a Nevada corporation (the “Company”), understands that youWxxxxxx Xxxxx & Company, as Representatives of the several Underwriters, propose L.L.C. (“Wxxxxxx Xxxxx”) proposes to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Expensify, Inc., a Delaware corporation the Company providing for the public offering of shares (the “CompanyShares”) and of the Selling Stockholders listed on Schedule 2 to the Underwriting AgreementCompany’s common stock, providing for the initial public offering par value $0.001 per share (the “Public OfferingCommon Stock) by ). In recognition of the several Underwriters benefit that such an offering will confer upon the undersigned as a securityholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in Schedule 1 to the Underwriting Agreement (the “Underwriters”)) that, during a period commencing on the date hereof and ending on the 90th day after the date of Class A common stock, par value $0.0001 per share the Underwriting Agreement (the Class A Common StockLock-Up Period”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees thatwill not, without the prior written consent of X.X. Xxxxxx Securities LLC on behalf of the UnderwritersWxxxxxx Xxxxx, the undersigned will not, and will not cause any direct directly or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”)indirectly, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lendfor the sale of, or otherwise dispose of or transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exchangeable or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) whether now owned or such other securities which may be deemed to be beneficially owned hereafter acquired by the undersigned in accordance or with respect to which the rules and regulations undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit or warrant) foregoing (collectively with the Common Stockcollectively, the “Lock-Up Securities”), ) or (2ii) enter into any hedging, swap or any other agreement or any transaction that transfers, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging Common Stock or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securitiessecurities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if and subject to the conditions below, the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of Common Stock equal to 15% of may transfer the Lock-Up Securities owned by undersigned on without the date prior written consent of Wxxxxxx Xxxxx, provided that (1) Wxxxxxx Xxxxx receives a signed lock-up agreement for the balance of the preliminary prospectus relating Lock-up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Public Offering. Notwithstanding Securities and Exchange Commission on Form 4 in accordance with Section 16 of the foregoingSecurities Exchange Act of 1934, in addition toas amended, and not by way of limitation of, any transfers by (4) neither the undersigned that are permitted pursuant to nor any donee, trustee, distributee or transferee, as the third paragraph of this Letter Agreementcase may be, the undersigned mayotherwise voluntarily effects any public filing or report regarding such transfers:

Appears in 1 contract

Samples: Underwriting Agreement (Synthetic Biologics, Inc.)

Pricing Information. Number of Underwritten Shares: [] Number of Option Shares: [] Public Offering Price: $[] per Share [●] Annex A Annex B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B • Erasca - Testing-the-Waters Presentation Dated May 2021 and June 2021 Annex C ExpensifyErasca, Inc. Pricing Term Sheet [None.TO COME] Annex C Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT [•], 2021 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Citigroup Global Markets Inc. BofA SecuritiesXXXXXX XXXXXXX & CO. LLC BOFA SECURITIES, Inc. INC. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: ExpensifyErasca, Inc. --- Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ExpensifyErasca, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.0001 per share (the (Class A Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc. on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of Common Stock equal to 15% of the Lock-Up Securities owned by undersigned on the date of the preliminary prospectus relating to the Public Offering. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned may:

Appears in 1 contract

Samples: Erasca, Inc.

Pricing Information. Number of Underwritten Firm Shares: [●] 5,000,000 Number of Option Optional Shares: [●] 750,000 Public Offering PricePrice per Share: $[●] per Share [●] Annex A Annex B Written Testing-the-Waters 6.55 Schedule C Permitted Section 5(d) Communications [To list each TTW presentation used in TTW meetings.] Annex B Annex C Expensify, Inc. Pricing Term Sheet [None.] Annex C . Exhibit A FORM OF LOCKEXHIBIT A-1 A1-UP AGREEMENT LOCK1 Exhibit B Form of Lock-UP AGREEMENT up Agreement July 13, 2021 X.X. Xxxxxx 2020 Credit Suisse Securities (USA) LLC Citigroup Global Markets Inc. BofA SecuritiesEleven Mxxxxxx Xxxxxx, Inc. Xxx Xxxx, XX 00000-0000 As Representatives Representative of the several Underwriters listed in Schedule 1 to RE: Osmotica Pharmaceuticals plc (the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: Expensify, Inc. --- Initial Public Offering “Company”) Ladies and & Gentlemen: The undersigned understands that youCompany proposes to conduct a public offering (the “Offering”) of ordinary shares, as Representatives nominal value $0.01 (the “Shares”), of the several UnderwritersCompany for which Credit Suisse Securities (USA) LLC will act as the Representative of the underwriters. The undersigned recognizes that the Offering will benefit each of the Company and the undersigned. The undersigned acknowledges that the underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement in conducting the Offering and, propose to enter at a subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with Expensify, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 Company with respect to the Underwriting Agreement, providing Offering. Annex A sets forth definitions for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.0001 per share the (“Class A Common Stock”), of the Company (the “Securities”). Capitalized capitalized terms used herein and in this letter agreement that are not otherwise defined shall have the meanings set forth in the Underwriting Agreementbody of this agreement. Those definitions are a part of this agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securitiesforegoing, and for other good and valuable consideration consideration, the receipt and sufficiency of which is are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period, subject to the exceptions set forth in this letter agreement, the undersigned will not (and will cause any Family Member not to), without the prior written consent of X.X. Xxxxxx Securities LLC on behalf of the UnderwritersRepresentative, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed withhold its consent in its sole discretion: · Sell or Offer to be Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially owned (as defined in Rule 13d-3 under the Exchange Act) by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock optionor such Family Member, restricted stock unit or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), (2) · enter into any hedgingSwap, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) · make any demand for for, or exercise any right with respect to to, the registration under the Securities Act of the offer and sale of any Lock-Up Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (4or an amendment or supplement thereto) with respect to any such registration, or · publicly disclose the announce any intention to do any of the foregoing. The 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 in open market transactions after the completion of the Offering; (ii) the transfer of Shares or Related Securities by gift; (iii) the transfer of Shares or Related Securities by will or intestate succession to a Family Member or the legal representative, heir or beneficiary of the undersigned; (iv) the transfer of Shares or Related Securities to a Family Member or a trust whose beneficiaries consist exclusively of one or more of the undersigned acknowledges and/or a Family Member; (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 undersigned or any Family Member; (vi) distributions of the undersigned’s Shares or Related Securities to limited partners, general partners, members, shareholders, other equityholders or any Beneficial Owners of the undersigned; (vii) transfers or dispositions to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (ii) to (vi); (viii) transfers by operation of law, including pursuant to a domestic order or negotiated divorce settlement; (ix) transfers pursuant to an order of a court or regulatory agency or to comply with any regulations related to the undersigned’s ownership of Shares; (x) transfers to the Company or its affiliates upon death, disability or termination of employment of the undersigned; or (xi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, 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, however, that in any such case set forth in (ii) through (vii) and (xi) above, it shall be a condition to such transfer that each transferee executes and delivers to the Representative an agreement in form and substance reasonably 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); provided further that in any such case set forth in (i) above, it shall be a condition to such transfer that prior to the expiration of the Lock-up Period, no filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Shares compared to the amount disclosed in the undersigned’s Form 3 under Section 16(a) of the Exchange Act, shall be required or shall be voluntarily made; and provided further that in any such case set forth in (ii), (iv) through (vii) and (xi) above, it shall be a condition to such transfer that prior to the expiration of the Lock-up Period, no filing under Section 16(a) of the Exchange Act (other than a filing on Form 5) reporting a reduction in beneficial ownership of Shares, shall be required or shall be voluntarily made unless such filing indicates in the footnotes thereto that the foregoing precludes filing relates to a gift, estate planning transaction, distribution to limited partners, general partners, members, shareholders, other equityholders or any Beneficial Owners of the undersigned, or a transfer to an affiliated entity, as applicable, and that no Shares were sold to the public by the reporting person and the Shares remain subject to a lock-up agreement with the underwriters of the Offering. Furthermore, notwithstanding the restrictions imposed by this letter agreement, the undersigned from engaging in may (i) exercise an option to subscribe for Shares granted under any hedging share option, share bonus, employee share purchase or other transactions share incentive plan of the Company, provided that the Shares issued upon such exercise shall continue to be subject to the restrictions on transfer set forth in this letter agreement, (ii) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Shares, provided that such plan does not provide for any transfers of Shares or arrangements Related Securities during the Lock-up Period, (iii) sell, transfer or dispose of Shares or Related Securities during the Lock-up Period in accordance with a trading plan pursuant to Rule 10b5-1 that has been entered into by the undersigned prior to the date hereof, provided that such plan has been provided or made available to the Representative and any filing under Section 16(a) of the Exchange Act as a result of such sales, transfers or dispositions will contain a footnote disclosing that such sales, transfers or dispositions were made in accordance with a trading plan pursuant to Rule 10b5-1 or (iv) transfer Shares or Related Securities (A) as forfeitures to satisfy tax withholding obligations of the undersigned in connection with the vesting or exercise of equity awards by the undersigned pursuant to any share option, share bonus, employee share purchase or other share incentive plan of the Company, (B) pursuant to a net exercise or cashless exercise by the undersigned of outstanding equity awards pursuant to any share option, share bonus, employee share purchase or other share incentive plan of the Company, provided that any Shares acquired upon the net exercise or cashless exercise of equity awards described in this clause (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 short sale lock-up, voting or similar agreement pursuant to which the purchase undersigned may agree to transfer, sell, tender or sale ofotherwise dispose of any Shares or other such securities in connection with such transaction, or entry intovote any Shares or other such securities in favor of any transaction); provided that in the event that such tender offer, any put merger, consolidation or call optionother such transaction is not completed, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether such securities held by the undersigned or any other person) shall remain subject to the provisions of any economic consequences of ownershipthis letter agreement; provided further that, in whole the case of a transfer pursuant to clause (A) or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunderB) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoingabove, if the undersigned is required to make a current employee filing under Section 16(a) of the Company or its subsidiaries (including Exchange Act reporting a current contractor, consultant or other service provider reduction in beneficial ownership of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of Common Stock equal to 15% of Shares during the Lock-Up up Period, the undersigned shall include a statement in such report to the effect that the purpose of such transfer was to cover tax or strike price obligations of the undersigned in connection with such exercise. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Shares or Related Securities held by the undersigned, if any, except in compliance with the foregoing restrictions. With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of the offer and sale of any Shares and/or any Related Securities owned either of record or beneficially by undersigned on the date undersigned, including any rights to receive notice of the preliminary prospectus relating to the Public Offering. Notwithstanding Whether or not the foregoing, in addition to, Offering occurs as currently contemplated or at all depends on market conditions and not by way of limitation of, any transfers by the undersigned that are permitted other factors. The Offering will only be made pursuant to the third paragraph of this Letter Underwriting Agreement, the terms of which are subject to negotiation between the Company and the underwriters. The undersigned may:hereby represents and warrants that the undersigned has full power, capacity and authority to enter into this letter agreement. This letter agreement is irrevocable and will be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. Notwithstanding anything herein to the contrary, if (a) the initial closing of the Offering has not occurred prior to August 20, 2020, (b) after being executed, the Underwriting Agreement (other than the provisions thereof that survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be issued thereunder, (c) the Company notifies the underwriters in writing that it does not intend to proceed with the Offering, or (d) the Company withdraws the Registration Statement related to the Offering, then this letter agreement shall terminate and the undersigned shall be 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, without regard to its conflicts of law provisions other than New York General Obligations Laws Sections 5-1401 and 5-1402. 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 (Osmotica Pharmaceuticals PLC)

Pricing Information. Price to the public per share: $35.00 Number of Underwritten Firm Shares: [●] 22,857,143 Number of Option Optional Shares: [●] Public Offering Price: $[●] per Share [●] Annex A Annex B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B Annex C Expensify, Inc. Pricing Term Sheet [None.] Annex C 2,285,715 Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT March , 2021 2010 X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. BofA Securities, Inc. XXXXXX SECURITIES INC. As Representatives Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: Expensify, Inc. --- Initial Comerica Incorporated — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives Representative of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Expensify, Inc.Comerica Incorporated, a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stockshares (the “Securities”) of Common Stock, par value $0.0001 5.00 per share the (“Class A Common Stock”)share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC Inc., on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 60 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), or (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up SecuritiesCommon Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up SecuritiesCommon Stock or such other securities, in cash or otherwise, otherwise or (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, shares of Common Stock or (4) publicly disclose any security convertible into or exercisable or exchangeable for Common Stock without the intention to do any prior written consent of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownershipRepresentative, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement each case other than (or instrument provided for thereunderA) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number transfers of shares of Common Stock equal as a bona fide gift or gifts, (B) distributions of shares of Common Stock to 15% members or stockholders of the Lock-Up Securities owned by undersigned undersigned, (C) the transfer or intestate succession to the legal representatives or a member of the immediate family of the undersigned, (D) the establishment of any contract, instruction or plan in effect on the date hereof that satisfies all of the preliminary prospectus relating requirements of Rule 10b5-1(c)(1)(i)(B) (a “Plan”) provided that no sales of Common Stock or securities convertible into, or exchangeable or exercisable for Common Stock, are made pursuant to the Public OfferingPlan prior to the expiration of the 60-day period if such Plan was established after the date hereof, (E) dispositions from any grantor retained annuity trust in existence on the date hereof and established for the direct benefit of the undersigned and/or a member of the immediate family of the undersigned pursuant to the terms of such trust, (F) the distribution to any partnership, corporation or limited liability company controlled by the undersigned or by a member of the immediate family of the undersigned, (G) the disposition pursuant to a pledge in effect on the date hereof of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock as security for a margin account pursuant to the terms of such account, (H) the exercise pursuant to the Company’s stock option or other equity award plans in effect on the date hereof effected by means of net share settlement or by the delivery or sale of shares of Common Stock of the Company held by the undersigned or transactions with the Company pursuant to the Company’s equity award plans in effect on the date hereof for full or partial payment of taxes required to be paid upon the settlement or vesting of restricted shares of, or restricted stock units settleable in, Common Stock or (I) dispositions to the extent such dispositions result in net proceeds to the undersigned in an amount up to the aggregate exercise price due from the undersigned upon the exercise of Company common stock options pursuant to Company equity plans in effect on the date hereof that would expire on or before the end of the period covered by this letter agreement and are not capable of net share settlement in respect of such exercise price; provided that in the case of any transfer or distribution pursuant to clause (A) (other than in the case of charitable gifts to not-for-profit organizations), (B), (C) or (F), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B), (D) or (F), such transfer is not a transfer for value and no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 60-day period referred to above). Notwithstanding In furtherance of the foregoing, in addition tothe Company, and not by way any duly appointed transfer agent for the registration or transfer of limitation ofthe securities described herein, are hereby authorized to decline to make any transfers by the undersigned that are permitted pursuant to the third paragraph transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if 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 Common Stock to be sold thereunder, the undersigned mayshall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. 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. Very truly yours, By: Name: Title:

Appears in 1 contract

Samples: Comerica Inc /New/

Pricing Information. Number of Underwritten Shares: [] Number of Option Shares: [] Public Offering Price: $[] per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Annex A Annex B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B Annex ANNEX C ExpensifyEngageSmart, Inc. Pricing Term Sheet [None.] Annex C D [Form of Opinion of Counsel for the Company] Exhibit A Testing the waters authorization (Provided under separate cover) Exhibit B [Form of Waiver of Lock-up] EngageSmart, Inc. Public Offering of Common Stock , 2021 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by EngageSmart, Inc. (the “Company”) of [ ]shares of common stock, $[ ] par value (the “Common Stock”), of the Company and the lock-up letter dated [ ], 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [ ], 2021, with respect to [ ] shares of Common Stock (the “Shares”). [ ] hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective [ ], 2021; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly, [Signature of Representatives] [Name of Representatives] cc: Company Exhibit C Form of Press Release EngageSmart, Inc. [Date] EngageSmart, Inc. (“Company”) announced today that [ ], the lead book-running managers in the Company’s recent public sale of shares of common stock, are [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [ ], 2021, and the shares may be sold on or after such date. 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 United States Securities Act of 1933, as amended. Exhibit D FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2021 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Citigroup Global Markets Inc. BofA Securities, Inc. XXXXXXX SACHS & CO. LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Citigroup Global Markets Inc. Goldman Sachs & Co. LLC, 000 Xxxxxxxxx Xxxxxx Xxxx Xxxxxx, Xxx Xxxx, XX 00000 c/o BofA SecuritiesXxx Xxxx 00000-0000 Re: EngageSmart, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: Expensify, Inc. --- Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ExpensifyEngageSmart, Inc., a Delaware corporation (together with its predecessor entity, EngageSmart, LLC, the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A shares of common stock, par value $0.0001 per share the (“Class A Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC, on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A common stock, $0.001 per share par value, of the Company (the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for for, or exercise any right with respect to to, the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned or any of its affiliates from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives X.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, at the commencement of the third Trading Day after the Company announces its earnings (which for this purpose shall not include “flash” numbers or preliminary, partial earnings) by a press release issued through a major news service or on a Form 10-Q or 10-K for the first completed quarterly period (the “First Post-Offering Earnings Release”) following the most recent period for which financial statements are included in the Prospectus (the “First Post-IPO Quarter”), if the undersigned is a current employee an Employee Stockholder, subject to compliance with applicable securities laws including without limitation Rule 144 promulgated under the Securities Act, 20% of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of undersigned’s shares of Common Stock equal that are subject to 15% of the 180-day restrictions set forth in this Lock-Up Securities owned by undersigned Agreement, which percentage shall be calculated based on the date number of the preliminary prospectus relating undersigned’s shares of Common Stock (including Other Included Securities) subject to such restrictions as of the last day of the First Post-IPO Quarter (or another recent date as determined in the sole discretion of the Company), will be automatically released from such restrictions (the “Employee Early Lock-Up Expiration Date”). The Company shall announce by a press release issued through a major news service or on a Form 8-K, any Employee Early Lock-Up Expiration Date at least two full Trading Days prior to the Public Offering. Notwithstanding opening of trading on the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned may:Employee Early Lock-Up Expiration Date.

Appears in 1 contract

Samples: EngageSmart, LLC

Pricing Information. Number of Underwritten Firm Shares: [●] 14,000,000 Number of Option Firm Warrants: 14,000,000 Number of Optional Shares: [●] 2,100,000 Number of Optional Warrants: 2,100,000 Public Offering PricePrice per combination of one Share and one Warrant: $[●] per Share [●] Annex A Annex B Written Testing-the-Waters 2.50 Exercise Price of Warrant: $3.10 Schedule C Permitted Section 5(d) Communications [To list each TTW presentation used in TTW meetings.] Annex B Annex C Expensify, Inc. Pricing Term Sheet [None.] Annex C . Exhibit A FORM OF LOCKEXHIBIT A-1A Exhibit A-1B Exhibit B Form of Lock-UP AGREEMENT LOCK-UP AGREEMENT up Agreement October 6, 2021 X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. BofA SecuritiesXxxxxxxxxx & Co., Inc. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 ReAs Representative of the several Underwriters RE: Expensify, Inc. --- Initial Public Offering Osmotica Pharmaceuticals plc (the “Company”) Ladies and & Gentlemen: The undersigned understands that youCompany proposes to conduct a public offering (the “Offering”) of ordinary shares, as Representatives nominal value $0.01 (the “Shares”), of the several UnderwritersCompany for which X.X. Xxxxxxxxxx & Co., propose to enter LLC will act as the Representative of the underwriters. The undersigned recognizes that the Offering will benefit each of the Company and the undersigned. The undersigned acknowledges that the underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement in conducting the Offering and, at a subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with Expensify, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 Company with respect to the Underwriting Agreement, providing Offering. Annex A sets forth definitions for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.0001 per share the (“Class A Common Stock”), of the Company (the “Securities”). Capitalized capitalized terms used herein and in this letter agreement that are not otherwise defined shall have the meanings set forth in the Underwriting Agreementbody of this agreement. Those definitions are a part of this agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securitiesforegoing, and for other good and valuable consideration consideration, the receipt and sufficiency of which is are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period, subject to the exceptions set forth in this letter agreement, the undersigned will not (and will cause any Family Member not to), without the prior written consent of X.X. Xxxxxx Securities LLC on behalf of the UnderwritersRepresentative, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed withhold its consent in its sole discretion: · Sell or Offer to be Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially owned (as defined in Rule 13d-3 under the Exchange Act) by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock optionor such Family Member, restricted stock unit or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), (2) · enter into any hedgingSwap, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) · make any demand for for, or exercise any right with respect to to, the registration under the Securities Act of the offer and sale of any Lock-Up Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (4or an amendment or supplement thereto) with respect to any such registration, or · publicly disclose the announce any intention to do any of the foregoing. The 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, if applicable. In addition, the foregoing restrictions shall not apply to: (i) sales of Shares acquired in the Offering or in open market transactions after the completion of the Offering; (ii) the transfer of Shares or Related Securities by gift; (iii) the transfer of Shares or Related Securities by will or intestate succession to a Family Member or the legal representative, heir or beneficiary of the undersigned; (iv) the transfer of Shares or Related Securities to a Family Member or a trust whose beneficiaries consist exclusively of one or more of the undersigned acknowledges and/or a Family Member; (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 undersigned or any Family Member; (vi) distributions of the undersigned’s Shares or Related Securities to limited partners, general partners, members, shareholders, other equityholders or any Beneficial Owners of the undersigned; (vii) transfers or dispositions to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (ii) to (vi); (viii) transfers by operation of law, including pursuant to a domestic order or negotiated divorce settlement; (ix) transfers pursuant to an order of a court or regulatory agency or to comply with any regulations related to the undersigned’s ownership of Shares; (x) transfers to the Company or its affiliates upon death, disability or termination of employment of the undersigned; or (xi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, 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, however, that in any such case set forth in (ii) through (vii) and (xi) above, it shall be a condition to such transfer that each transferee executes and delivers to the Representative an agreement in form and substance reasonably 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); provided further that in any such case set forth in (i) above, it shall be a condition to such transfer that prior to the expiration of the Lock-up Period, no filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Shares compared to the amount disclosed in the undersigned’s Form 3 under Section 16(a) of the Exchange Act, shall be required or shall be voluntarily made; and provided further that in any such case set forth in (ii), (iv) through (vii) and (xi) above, it shall be a condition to such transfer that prior to the expiration of the Lock-up Period, no filing under Section 16(a) of the Exchange Act (other than a filing on Form 5) reporting a reduction in beneficial ownership of Shares, shall be required or shall be voluntarily made unless such filing indicates in the footnotes thereto that the foregoing precludes filing relates to a gift, estate planning transaction, distribution to limited partners, general partners, members, shareholders, other equityholders or any Beneficial Owners of the undersigned, or a transfer to an affiliated entity, as applicable, and that no Shares were sold to the public by the reporting person and the Shares remain subject to a lock-up agreement with the underwriters of the Offering. Furthermore, notwithstanding the restrictions imposed by this letter agreement, the undersigned from engaging in may (i) exercise an option to subscribe for Shares granted under any hedging share option, share bonus, employee share purchase or other transactions share incentive plan of the Company, provided that the Shares issued upon such exercise shall continue to be subject to the restrictions on transfer set forth in this letter agreement, (ii) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Shares, provided that such plan does not provide for any transfers of Shares or arrangements Related Securities during the Lock-up Period, (iii) sell, transfer or dispose of Shares or Related Securities during the Lock-up Period in accordance with a trading plan pursuant to Rule 10b5-1 that has been entered into by the undersigned prior to the date hereof, provided that such plan has been provided or made available to the Representative and any filing under Section 16(a) of the Exchange Act as a result of such sales, transfers or dispositions will contain a footnote disclosing that such sales, transfers or dispositions were made in accordance with a trading plan pursuant to Rule 10b5-1 or (iv) transfer Shares or Related Securities (A) as forfeitures to satisfy tax withholding obligations of the undersigned in connection with the vesting or exercise of equity awards by the undersigned pursuant to any share option, share bonus, employee share purchase or other share incentive plan of the Company, (B) pursuant to a net exercise or cashless exercise by the undersigned of outstanding equity awards pursuant to any share option, share bonus, employee share purchase or other share incentive plan of the Company, provided that any Shares acquired upon the net exercise or cashless exercise of equity awards described in this clause (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 short sale lock-up, voting or similar agreement pursuant to which the purchase undersigned may agree to transfer, sell, tender or sale ofotherwise dispose of any Shares or other such securities in connection with such transaction, or entry intovote any Shares or other such securities in favor of any transaction); provided that in the event that such tender offer, any put merger, consolidation or call optionother such transaction is not completed, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether such securities held by the undersigned or any other person) shall remain subject to the provisions of any economic consequences of ownershipthis letter agreement; provided further that, in whole the case of a transfer pursuant to clause (A) or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunderB) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoingabove, if the undersigned is required to make a current employee filing under Section 16(a) of the Company or its subsidiaries (including Exchange Act reporting a current contractor, consultant or other service provider reduction in beneficial ownership of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of Common Stock equal to 15% of Shares during the Lock-Up up Period, the undersigned shall include a statement in such report to the effect that the purpose of such transfer was to cover tax or strike price obligations of the undersigned in connection with such exercise. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Shares or Related Securities held by the undersigned, if any, except in compliance with the foregoing restrictions. With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of the offer and sale of any Shares and/or any Related Securities owned either of record or beneficially by undersigned on the date undersigned, including any rights to receive notice of the preliminary prospectus relating to the Public Offering. Notwithstanding Whether or not the foregoing, in addition to, Offering occurs as currently contemplated or at all depends on market conditions and not by way of limitation of, any transfers by the undersigned that are permitted other factors. The Offering will only be made pursuant to the third paragraph of this Letter Underwriting Agreement, the terms of which are subject to negotiation between the Company and the underwriters. The undersigned may:hereby represents and warrants that the undersigned has full power, capacity and authority to enter into this letter agreement. This letter agreement is irrevocable and will be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. Notwithstanding anything herein to the contrary, if (a) the initial closing of the Offering has not occurred prior to November 13, 2021, (b) after being executed, the Underwriting Agreement (other than the provisions thereof that survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be issued thereunder, (c) the Company notifies the underwriters in writing that it does not intend to proceed with the Offering, or (d) the Company withdraws the Registration Statement related to the Offering, then this letter agreement shall terminate and the undersigned shall be 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, without regard to its conflicts of law provisions other than New York General Obligations Laws Sections 5-1401 and 5-1402. 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 (Osmotica Pharmaceuticals PLC)

Pricing Information. Number of Underwritten Shares: [] Number of Option Shares: [] Public Offering Price: $[] per Share [●] Annex A Annex B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B • None. Annex C ExpensifyBiomea Fusion, Inc. Pricing Term Sheet [None.] Annex C Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT [•], 2021 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Citigroup Global Markets Inc. BofA Securities, Inc. XXXXXXXXX LLC XXXXX XXXXXXX & CO. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Citigroup Global Markets Inc. x Xxxxxxxxx LLC 000 Xxxxxxxxx Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA SecuritiesXxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Inc. Xxx Xxxxxx Xxxx Xxx XxxxXxxxx 0000 Xxxxxxxxxxx, XX 00000 Re: ExpensifyBiomea Fusion, Inc. --- Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ExpensifyBiomea Fusion, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.0001 per share (the (Class A Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co. on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of Common Stock equal to 15% of the Lock-Up Securities owned by undersigned on the date of the preliminary prospectus relating to the Public Offering. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned may:

Appears in 1 contract

Samples: Biomea Fusion, Inc.

Pricing Information. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share [●] Annex A Annex B C Written Testing-the-Waters Communications [To list each TTW presentation • The Presentation used in TTW meetings.] May 2020 (“Presentation 1”) • The Presentation used in early June 2020 (“Presentation 2”) • The Presentation used in mid-June 2020 (“Presentation 3”) Annex B Annex C ExpensifyD Acutus Medical, Inc. Pricing Term Sheet [None.] Annex C Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT [●], 2021 2020 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Citigroup Global Markets Inc. BofA SecuritiesBOFA SECURITIES, Inc. INC. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: ExpensifyAcutus Medical, Inc. --- Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ExpensifyAcutus Medical, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.0001 0.001 per share (the (Class A Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and BofA Securities, Inc. on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this the “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished that, as of the Representatives with the details of any transaction date hereof, the undersigned, or any of its affiliates, is not a party to as of the date hereof, which a transaction that would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding For the foregoingavoidance of doubt, if the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a current employee of party or under which the Company undersigned is entitled to any right or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of Common Stock equal to 15% of the Lock-Up Securities owned by undersigned on the date of the preliminary prospectus relating to the Public Offeringbenefit. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned may:

Appears in 1 contract

Samples: Acutus Medical, Inc.

Pricing Information. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Annex A Annex B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.] Annex B Annex C ExpensifyXxxxxx Medical Concepts, Inc. Pricing Term Sheet [None.] Annex C . Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT [●], 2021 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Citigroup Global Markets Inc. BofA Securities, Inc. XXXXXX XXXXXXX & CO. LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Re: ExpensifyXxxxxx Medical Concepts, Inc. --- Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ExpensifyXxxxxx Medical Concepts, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.0001 0.001 per share the (“Class A Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of Common Stock equal to 15% of the Lock-Up Securities owned by undersigned on the date of the preliminary prospectus relating to the Public Offering. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned may:

Appears in 1 contract

Samples: Treace Medical Concepts, Inc.

Pricing Information. Number of Underwritten Shares: [] Number of Option Shares: [] Public Offering Price: $[] per Share [●] Annex A Annex B Written Testing-the-Waters Communications [To list each TTW presentation used in TTW meetings.CARGO Therapeutics – Testing-the-Waters Presentation] Annex B Annex C ExpensifyCARGO Therapeutics, Inc. Pricing Term Sheet [None.] Annex C C-1 Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2021 2023 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Citigroup Global Markets Inc. BofA SecuritiesXXXXXXXXX LLC XXXXX AND COMPANY, Inc. LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 NY 10179 c/o Citigroup Global Markets Inc. x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx New York, NY 10022 c/x Xxxxx and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 c/o BofA SecuritiesNY 10022 Re: CARGO Therapeutics, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: Expensify, Inc. --- —- Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ExpensifyCARGO Therapeutics, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.0001 0.001 per share (the (Class A Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, restricted stock unit option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of Common Stock equal to 15% of the Lock-Up Securities owned by undersigned on the date of the preliminary prospectus relating to the Public Offering. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned may:

Appears in 1 contract

Samples: CARGO Therapeutics, Inc.

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