Pricing Information Provided Orally by Underwriters. Public offering price: $76.00 per share Number of Underwritten Shares: 3,289,473 Number of Option Shares: 493,420 Exhibit A FORM OF LOCK-UP AGREEMENT , 2016 Xxxxxxx, Sachs & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx and Company, LLC as Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o Goldman, Xxxxx & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx, 00000 c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx, 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: bluebird bio, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with bluebird bio, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.01 per share, of the Company (the “Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Common Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Xxxxxxx, Sachs & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period ending 45 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention t...
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx Medical, Inc. Pricing Term Sheet [Not Applicable] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and t...
Pricing Information Provided Orally by Underwriters. The initial public offering price per Unit for the Units is $10.00. The number of Units purchased by the Underwriters is 20,000,000. Annex A-1 ANNEX B Written Testing-the-Waters Communications Reference is made to the materials used in the testing the waters presentation made to potential investors by the Company, to the extent such materials are deemed to be a “written communication” within the meaning of Rule 405 under the Securities Act.
Pricing Information Provided Orally by Underwriters. 1. The Selling Stockholder is selling 15,000,000 Underwritten Shares.
Pricing Information Provided Orally by Underwriters. Price per share to the public: The public offering price per share is, as to each investor, the price paid by such investor. Number of Shares offered: 10,530,624 Shares
Pricing Information Provided Orally by Underwriters. 1. Price per share: $[●]
Pricing Information Provided Orally by Underwriters. Number of Underwritten Shares: 6,900,000 Price to Public: $43.50 per share Underwriting Discounts and Commissions: $2.175 per share Annex D Persons Signing a Lock-Up Agreement Executive Officers • Xxxxxx Mates, Ph.D. • Xxxxxxxx X. Xxxxxxxx • Xxxxx X. Xxxxxxxx, Ph.D. • Xxxx X. Xxxxxxx • Xxxxxxxx X. Xxxxxxxx, Ph.D. • Xxxxxxxx X. Xxxxxxx, Ph.D. • Xxxxxxx Xxxxxxxx Directors • Xxxxxxxxxxx Xxxxx, Ph.D. • Xxxxxxx Xxxxxx, M.D. • Xxxx X. Xxxxxx • Xxxx Xxxxx • Xxxxxx Xxx Xxxxxxxx Stockholders • Alafi Capital Company, LLC • Xxxxx Xxxxx • Xxxxxxxxxxx X. Xxxxx as Trustee of The Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxx Generation-Skipping Trust • Xxxxxx Family Trust UAD 11/14/94 • Alexandria Equities, LLC • Alexandria Real Estate Equities, Inc. • Xxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx Family Trust • New Ventures I, LLC Exhibit A FORM OF LOCK-UP AGREEMENT , 2015 Leerink Partners LLC Xxxxx and Company, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Leerink Partners LLC 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: Intra-Cellular Therapies, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Intra-Cellular Therapies, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.0001 per share par value (the “Common Stock”) of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Leerink Partners LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period ending 60 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchas...
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by underwriters to confirm sales] Schedule 4-A ORACLE CORPORATION Pricing Term Sheet for Notes due 20[•] Issuer: Principal Amount: Maturity: Coupon: Price to Public: [Proceeds (Before Expenses) to Issuer]: [Use of Proceeds]: Interest Payment and Reset Dates: Day Count Convention: [Redemption Provisions]: Trade Date: Settlement Date: Denominations Ratings: * Underwriters: * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) and a prospectus supplement with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by calling 1-8[•]-[•] or by e-mailing Oracle Corporation’s Investor Relations at xxxxxxxx_xx@xxxxxx.xxx. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Xxxxxxxxx or another email system. Schedule 4-B ORACLE CORPORATION Pricing Term Sheet for Notes due 20[•] Issuer: Size: Maturity: Coupon: Price to Public: [Proceeds (Before Expenses) to Issuer]: [Use of Proceeds]: Interest Payment and Reset Dates: Day Count Convention: [Redemption Provisions]: Trade Date: Settlement Date: Denominations Ratings: * Underwriters: * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. Yo...
Pricing Information Provided Orally by Underwriters number of offered shares: 3,492,595 • purchase price: $35.79 • aggregate net proceeds: $124,999,975 Exhibit A FORM OF LOCK-UP AGREEMENT , 2006 J.X. Xxxxxx Securities Inc. 200 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Denbury Resources Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as the Underwriter (the “Underwriter”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Denbury Resources Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by you of Common Stock, $0.001 par value per 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 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 the Underwriter, the undersigned will not, during the period ending 75 days after the date of the prospectus relating to the Public Offering (the “Prospectus”), (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, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, $0.001 par value per share, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, the undersigned agrees that, without the prior written consent of the Underwriter, it will not, during the period ending 75 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock ...
Pricing Information Provided Orally by Underwriters. Public offering price per Share: $[ ● ] Number of Underwritten Shares: 11,000,000 Number of Option Shares: 1,650,000 Annex A Annex B Forms of Opinion of Counsel for the Company and the Selling Stockholders Exhibit A
